Samsonite Group S.A. — Proxy Solicitation & Information Statement 2003

Jul 30, 2003

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Riche Multi-Media Holdings Limited, you should at once hand this circular and the enclosed proxy form to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, 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 circular.

RICHE MULTI-MEDIA HOLDINGS LIMITED

豊采多媒體集團有限公司*

(Incorporated in Bermuda with limited liability)

PROPOSED SHARE PREMIUM CANCELLATION

A notice convening a special general meeting of Riche Multi-Media Holdings Limited, to be held at Units 609-610 Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong at 11:00 a.m. on 22 August 2003 is set out on page 6 of this circular. If you are not able to attend the meeting, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and deliver it to the Company's branch share registrars in Hong Kong, Standard Registrars Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting. Completion and return of the form will not preclude you from attending and voting at the special general meeting or any adjournment thereof in person if you so wish.

• For identification purposes only

30 July 2003

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CONTENTS

Page

Definitions 1

Expected timetable 2

Letter from the Board 3

Notice of SGM 6

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DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

"Board"
the board of directors of the Company

"Company"
Riche Multi-Media Holdings Limited, an exempted company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange

"Companies Act"
the Companies Act 1981 of Bermuda

"Convertible Notes"
convertible notes issued by the Company as approved at the special general meeting of the Company held on 8 April 2002

"Directors"
directors of the Company

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollar(s)

"SGM"
the special general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving the Share Premium Cancellation

"Share(s)"
share(s) of HK$0.10 each in the share capital of the Company

"Share Options"
share options granted under the Company’s share option scheme adopted on 21 January 2002

"Share Premium Cancellation"
the cancellation of the amount of HK$186,682,000 standing to the credit of the share premium account of the Company as at 31 May 2003

"Shareholder(s)"
holder(s) for the time being of the share(s) of the Company

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Warrants"
warrants issued by the Company by way of bonus as approved at the special general meeting of the Company held on 27 May 2002

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EXPECTED TIMETABLE

2003

Despatch of the circular and notice to convene the SGM . Wednesday, 30 July

SGM to be held on . Friday, 22 August

Effective date of the Share Premium Cancellation . 9:30 a.m. Monday, 25 August

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LETTER FOM THE BOARD

RICHE MULTI-MEDIA HOLDINGS LIMITED

豊采多媒體集團有限公司*

(Incorporated in Bermuda with limited liability)

Executive Directors:
Mr. Heung Wah Keung (Chairman)
Ms. Chen Ming Yin, Tiffany (Vice Chairman)
Mr. Lei Hong Wai (Chief Executive Officer)

Independent non-executive Directors:
Mr. Tang Chak Lam, Gilbert
Mr. Lai Hok Lim

Head office and principal place of business:
Units 609-610, 6th Floor
Miramar Tower
132 Nathan Road
Tsimshatsui
Kowloon
Hong Kong

Registered office :
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda

30 July 2003

To the Shareholders and, for information purposes only,
to the holders of Share Options, Warrants and Convertible Notes

Dear Sir or Madam,

PROPOSED SHARE PREMIUM CANCELLATION

INTRODUCTION

It was announced on 18 July 2003 that the Company proposed the Share Premium Cancellation for approval by the Shareholders at the SGM.

The purpose of this circular is to give you further information regarding the Share Premium Cancellation and to give a notice to the Shareholders of the SGM at which a resolution will be proposed to approve the Share Premium Cancellation.

• For identification purposes only

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LETTER FOR THE BOARD

SHARE PREMIUM CANCELLATION

The existing authorised share capital of the Company is HK$200,000,000 comprising 2,000,000,000 Shares of HK$0.10 each, of which 475,200,000 Shares are issued and fully paid up. According to the audited accounts for the year ended 31 December 2002 and the latest management accounts of the Company as at 31 May 2003, the amounts of the issued share capital and the share premium in the capital reserves are HK$47,520,000 and HK$186,682,000 respectively.

The Board proposes to put forward the Share Premium Cancellation for approval by the Shareholders at the SGM. Under the Share Premium Cancellation, the entire amount of HK$186,682,000 standing to the credit of the share premium account of the Company as at 31 May 2003 will be cancelled.

The credit amount of HK$186,682,000 arising from the Share Premium Cancellation will be applied to the contributed surplus account of the Company where it will be utilised by the Board in accordance with the bye-laws of the Company and all applicable laws, including to eliminate the accumulated losses of the Company of HK$106,579,000 as at 31 December 2002 entirely. The amount standing to the credit of the contributed surplus account prior to completion of the Share Premium Cancellation is HK$83,353,000. Upon completion of the Share Premium Cancellation and the elimination of the entire accumulated losses, an additional amount of HK$80,103,000 will be credited to the contributed surplus account. As a result, the total outstanding amount standing to the credit of the contributed surplus account of the Company will increase to HK$163,456,000.

Under the Companies Act, the Company cannot make a distribution out of contributed surplus account if:

(a) it is, or would after the payment be, unable to pay its liabilities as they become due; or
(b) the realisable value of its assets would thereby be less than the aggregate of its liabilities and its issued share capital and share premium accounts.

EFFECTS OF THE SHARE PREMIUM CANCELLATION

The authorised and issued share capital of the Company will not be affected upon the Share Premium Cancellation becoming effective. Hence, the share certificates of the Company will not be changed.

Other than the expenses relating to the Share Premium Cancellation which is expected to be less than HK$200,000, implementation of the Share Premium Cancellation will not of itself affect the underlying assets, business operations, management or financial position of the Group, and hence the interests of the Shareholders. The expenses incurred relating to the Share Premium Cancellation will not have any material adverse impact to the financial position of the Group.

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LETTER FOM THE BOARD

REASONS FOR THE SHARE PREMIUM CANCELLATION

As stated in the financial statements of the Company for the year ended 31 December 2002, the Company had accumulated losses of HK$106,579,000 as at 31 December 2002. The Share Premium Cancellation will allow the Company to eliminate the accumulated losses and as a result, will enable the Company to declare dividends to the Shareholders at an earlier opportunity than by generating profits to offset such losses. Hence, the Board believes that the Share Premium Cancellation is beneficial to the Company and the Shareholders as a whole. The Company has not yet decided whether to declare dividends or not.

CONDITIONS OF THE SHARE PREMIUM CANCELLATION

The completion of the Share Premium Cancellation will be conditional upon:

(a) the approval by the Shareholders at the SGM of a special resolution; and
(b) the publication of a notice in relation to the Share Premium Cancellation in Bermuda in accordance with the Companies Act.

SGM

A notice convening the SGM at which a special resolution will be proposed to the Shareholders to approve the Share Premium Cancellation is set out on page 6 of this circular.

A form of proxy for use in the SGM is enclosed. If you are not able to attend the SGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for holding of the SGM to the Company's branch registrars in Hong Kong, Standard Registrars Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong. Completion and return of the form will not preclude you from attending and voting at the SGM or any adjournment thereof in person if you so wish.

RECOMMENDATION

The Directors are of the opinion that the Share Premium Cancellation is in the best interests of the Company. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution relating to the Share Premium Cancellation to be proposed at the SGM.

Yours faithfully,

By order of the Board

Lei Hong Wai

Executive Director

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NOTICE OF SGM

NOTICE IS HEREBY GIVEN that a special general meeting ("SGM") of Riche Multi-Media Holdings Limited (the "Company") will be held at Units 609-610, 6th Floor, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong at 11:00 a.m. on 22 August 2003 for the following purposes:

SPECIAL RESOLUTION

To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution of the Company:

“THAT, with effect from 9:30 a.m. on the date falling on the next business day (not being Saturday) after the date on which this resolution is passed:

(a) the entire amount of HK$186,682,000 standing to the credit of the share premium account of the Company as at 31 May 2003 be cancelled (the “Share Premium Cancellation”);

(b) the credit amount of HK$186,682,000 arising from the Share Premium Cancellation be applied to the contributed surplus account of the Company where it will be utilised by the directors of the Company in accordance with the bye-laws of the Company and all applicable laws, including to eliminate in entirety the accumulated losses of the Company of HK$106,579,000 as at 31 December 2002; and

(c) the directors of the Company be and are hereby authorised generally to do all such acts, deeds and things as they may deem in their absolute discretion, necessary, desirable or appropriate to effect and implement the Share Premium Cancellation.”

By order of the Board

Lei Hong Wai

Executive Director

Hong Kong, 30 July 2003

Notes:

1. A member who is the holder of two or more shares may appoint one or more proxies. A proxy need not be a member of the Company but must be present to represent the member.

2. In the case of the joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorised, and must be deposited with the Hong Kong branch share registrars of the Company, Standard Registrars Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the SGM or any adjournment thereof.

3. A form of proxy for use at the SGM is enclosed.