Samsonite Group S.A. — M&A Activity 2006

Mar 31, 2006

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

RICHE MULTI-MEDIA HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

ANNOUNCEMENT

The Company announced on 15th April, 2005 that Dragon Leader had entered into the S&P Agreement with Leadfirst and Mr. Ki, pursuant to which Dragon Leader would acquire 100% of the issued share capital of Best Winning from Leadfirst at a consideration of HK$600,000,000, subject to fulfillment of conditions precedent, among others, that the Company is satisfied with the results of the due diligence on, among other things, the operational, business and legal structure of Best Winning prior to the longstop date, being 31st March, 2006.

The Company further announced on 27th October, 2005 that due diligence on Best Winning and Asia Star was continuing but had raised concerns over a possible termination of the appointment of Leadfirst as the sole and exclusive service provider for the promotion and introduction of customers to Asia Star and the provision of rolling and settlement services for customers of the Casino in the event of a change in ownership of Asia Star.

As the Company's concern arising out of this issue cannot be alleviated to the satisfaction of the Company by the said longstop date and, according to the S&P Agreement, the S&P Agreement ceased and determined on 31st March, 2006.

Reference is made to the Company's announcement dated 15th April, 2005 (the "Announcement") and the circular dated 24th June, 2005 in relation to, among other things, the proposed acquisition of a 100% equity interest in Best Winning by Dragon Leader. Terms used herein shall have the same meanings as defined in the Announcement unless defined otherwise.

The Company announced on 15th April, 2005 that Dragon Leader had entered into the S&P Agreement with Leadfirst and Mr. Ki, pursuant to which Dragon Leader would acquire 100% of the issued share capital of Best Winning from Leadfirst at a consideration of HK$600,000,000, subject to fulfillment of conditions precedent, among others, that the Company is satisfied with the results of the due diligence on, among other things, the operational, business and legal structure of Best Winning prior to the longstop date, being 31st March, 2006.

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The Company further announced on 27th October, 2005 that due diligence on Best Winning and Asia Star was continuing but had raised concerns in light of the announcement of Guo Xin Group Limited on 27th September, 2005 that the subcontracting agreement entered into between the service provider for provision of certain marketing services to the vessel Omar III and settlement services of the casino and its subcontractor had been terminated as a result of a change in ownership of the vessel Omar III and the casino thereon. Under the Sub-Marketing Agreement, Best Winning undertook a similar role as that of the said subcontractor and, based on the Directors' understanding, the contractual arrangements (the "Business Arrangements") among the vessel owner of Asia Star, casino operator, Leadfirst and Best Winning are similar to that in respect of the vessel Omar III and its casino onboard.

Following a comprehensive due diligence exercise conducted by the Company, the Company is concerned that the appointment of Leadfirst as the sole and exclusive service provider for the promotion and introduction of customers to Asia Star and the provision of rolling and settlement services for customers of the Casino may be terminated in the event of a change in the ownership of Asia Star, thereby affecting the Sub-Marketing Agreement.

Accordingly, the Board is unable to satisfy itself as to the business and legal structure pertaining to the Business Arrangement by the said longstop date and, according to the S&P Agreement, the S&P Agreement ceased and determined on 31st March, 2006. It was in the best interest of the Company and its Shareholders that the Company does not proceed to Completion. The Company will not be entering into of the Service Agreement with Mr. Ki as Completion will not take place.

Under the S&P Agreement, the Initial Deposit and Further Deposit will be refunded to Dragon Leader. Despite the S&P Agreement indicating that the Initial Deposit and Further Deposit will be immediately refunded to Dragon Leader in case of non-completion of the S&P Agreement, it has been agreed between the parties that the Initial Deposit and Further Deposit shall be refunded to Dragon Leader on or before 30th April, 2006 with interest accruing thereon at the rate of 6% per annum. The Board believes that the extension of the repayment date is reasonable given that interest will accrue on the outstanding amounts. A further announcement will be made to update Shareholders on the refund of the Initial Deposit and Further Deposit.

The Directors are of the view that the non-completion of the S&P Agreement will not have an adverse impact on the Group.

By Order of the Board
Riche Multi-Media Holdings Limited
Heung Wah Keung
Chairman

Hong Kong, 31st March, 2006

As at the date of this announcement the executive directors of the Company are Mr. Heung Wah Keung and Ms. Chen Ming Yin, Tiffany and the independent non-executive directors of the Company are Mr. Lien Wai Hung, Mr. Tang Chak Lam, Gilbert and Mr. Ho Wai Chi, Paul.

Please also refer to the published version of this announcement in The Standard.