Samsonite Group S.A. — Proxy Solicitation & Information Statement 2004

Jun 1, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in Riche Multi-Media Holdings Limited (the "Company"), you should at once hand this circular together with the enclosed form of proxy to the purchaser or the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

RICHE MULTI-MEDIA HOLDINGS LIMITED

豊采多媒體集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES

AND TO REPURCHASE SECURITIES,

AMENDMENTS TO THE BYE-LAWS,

RE-ELECTION OF DIRECTOR

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Riche Multi-Media Holdings Limited (the "Company") to be held at Unit 609, 6/F, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 25 June 2004, at 3:00 p.m. is set out in Appendix III on pages 13 to 20 of this circular. If you are not able to attend the annual general meeting, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the head office and principal place of business of the Company at Unit 609, 6/F, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the annual general meeting or any adjourned meeting. Completion and return of the proxy form shall not preclude you from attending and voting at the annual general meeting or any adjourned meeting should you so wish.

• For identification purposes only

1 June 2004

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CONTENTS

Page

Responsibility Statement ... ii
Definitions ... 1

Letter from the Board

Introduction ... 2
General Mandate to Issue Shares ... 3
General Mandate to Repurchase Securities ... 3
Amendments to the Bye-Laws ... 4
Proposed Director for Re-election ... 5
Notice of AGM ... 5
Right to Demand a Poll ... 5
Recommendation ... 6
Documents Available for Inspection ... 6

Appendix I — Explanatory Statement on Repurchase Mandate ... 7
Appendix II — Details of Director Proposed for Re-election ... 12
Appendix III — Notice of AGM ... 13

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RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

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DEFINITIONS

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

"AGM"
the annual general meeting of the Company to be held at Unit 609, 6/F, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on 25 June 2004 at 3:00 p.m., a notice of which is set out in Appendix III on pages 13 to 20 of this circular

"Bye-laws"
the existing bye-laws 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

"Convertible Loan Notes"
the convertible loan notes of the Company in an aggregate principal amount of HK$33.80 million carrying the rights to fully convert into Shares at conversion price of HK$4.00 per Share (subject to adjustment)

"Directors"
the directors of the Company

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date"
28 May 2004, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

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

"Shareholder(s)"
holder(s) of the Shares

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Takeovers Code"
The Hong Kong Code on Takeovers and Mergers

"Warrants"
95,040,000 warrants of the Company entitling the holders to subscribe for Shares between 17 June 2002 and 16 June 2005 (both dates inclusive) at the initial subscription price of HK$3.60 per Share (subject to adjustment)

"HK$" and "cents"
Hong Kong dollars and cents respectively, the lawful currency of Hong Kong

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LETTER FROM 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
Mr. Lei Hong Wai

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

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

Head Office and
Principal Place of Business:
Unit 609, 6/F
Miramar Tower
132 Nathan Road
Tsimshatsui
Kowloon
Hong Kong

1 June 2004

To the Shareholders and, for information only,
the holders of the Warrants, Convertible Loan Notes and share options of the Company

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES
AND TO REPURCHASE SECURITIES,
AMENDMENTS TO THE BYE-LAWS,
RE-ELECTION OF DIRECTOR
AND
NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

On 27 May 2003, resolutions were passed by the Shareholders giving general mandates to the Directors to allot and issue new Shares and to exercise the powers of the Company

• For identification purposes only

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LETTER FROM THE BOARD

to repurchase the Shares in accordance with the rules (the "Share Buyback Rules") regulating the repurchase by companies having a primary listing on the Stock Exchange of their own shares as contained in the Listing Rules. These mandates will lapse at the conclusion of the forthcoming AGM which is to be held on 25 June 2004 unless renewed at that meeting. It is therefore proposed to renew the general mandates to issue and allot new Shares and to repurchase Shares and Warrants at the AGM.

In the light of the amendments to the Listing Rules as announced by the Stock Exchange and which took effect on 31 March 2004, the Directors propose to seek the approval of the Shareholders at the AGM to amend the Bye-laws to comply with the revised Listing Rules.

The purpose of this circular is to provide you with information relating to (i) the proposed renewal of the general mandates to allot and issue new Shares and to repurchase Shares and Warrants; (ii) the proposed amendments to the Bye-laws; and (iii) the proposed Director for re-election so as to give you all information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.

2. GENERAL MANDATE TO ISSUE SHARES

At the AGM, an ordinary resolution will be proposed that the Directors be given a general and unconditional mandate to issue new Shares representing up to 20% of the issued share capital of the Company as at the date the resolution is passed. In addition, an ordinary resolution will also be proposed to authorise an extension of such general mandate to be granted to the Directors to issue new Shares during the period up to the next annual general meeting of the Company or such earlier period as stated in the relevant resolution by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate the number of Shares repurchased under the Repurchase Mandate (as defined below), if granted.

3. GENERAL MANDATE TO REPURCHASE SECURITIES

An ordinary resolution will be proposed at the AGM to give a general and unconditional mandate (the "Repurchase Mandate") to the Directors to exercise the powers of the Company to repurchase Shares and Warrants at any time until the first to occur of either the conclusion of the next annual general meeting of the Company following the passing of the resolution (unless the mandate is renewed at such meeting) or the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, the Companies Act 1981 of Bermuda or any applicable laws of Bermuda

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LETTER FROM THE BOARD

to be held or until the mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting. The total number of Shares and Warrants which may be repurchased pursuant to the Repurchase Mandate is limited to a maximum of 10% of the issued share capital of the Company and 10% of the Warrants outstanding respectively as at the date of the passing of the resolution approving the Repurchase Mandate.

An explanatory statement as required under the Share Buyback Rules to provide the requisite information is set out in the Appendix I hereto.

4. AMENDMENTS TO THE BYE-LAWS

The Stock Exchange published amendments to the Listing Rules on 30 January 2004. Subject to specific transitional arrangements in respect of some of the new provisions, the revised Listing Rules became effective on 31 March 2004. Those amendments include, amongst others, the amendments to Appendix 3 of the Listing Rules governing the constitutional documents of a listed issuer. As a result of the amendments to the Listing Rules, amongst others, (1) where a company has knowledge that any shareholder who is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted; (2) a minimum of 7 days' period for lodgment by shareholder of the notice is required to nominate a director other than the retiring director and such notice shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than 7 days prior to the date of such general meeting; and (3) a director shall abstain from voting at the board meeting on any matter in which not only he but also any of his associates has material interest and the director shall not be counted towards the quorum of the relevant board meeting.

In this connection, a special resolution as set out in the notice of AGM is proposed to make amendments to the Bye-laws. Under the proposal, the following bye-laws will be amended to conform with the additional requirements in Appendix 3 to the Listing Rules which came into effect on 31 March 2004:

(a) bye-law 76 will be re-numbered as paragraph (1) of bye-law 76 and inserted paragraph (2) with new bye-law to prohibit Shareholders from voting on any particular resolution which they are required by the Listing Rules to abstain from voting thereon;

(b) bye-law 88 will be replaced with a new bye-law to provide for the minimum seven days period for lodgment by Shareholders of the notice to nominate a Director shall commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than seven days before the date of such meeting; and

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LETTER FROM THE BOARD

(c) bye-law 103 will be replaced with a new bye-law to prohibit Directors from voting at the board meeting on any matter in which he or any of his associates has a material interest and the exceptions to the prohibitions as permitted under the Listing Rules.

5. PROPOSED DIRECTOR FOR RE-ELECTION

Pursuant to bye-laws 87 and 88 of the Bye-laws, Mr. Lai Hok Lim will be retiring by rotation at the AGM and being eligible for re-election. Details of the Director proposed to be re-elected at the AGM are set out in Appendix II of this circular.

6. NOTICE OF AGM

The notice convening the AGM is set out in Appendix III on pages 13 to 20 of this circular. Whether or not you are able to attend the AGM, you are requested to complete the enclosed proxy form in accordance with instructions printed thereon and return the same to the head office and principal place of business of the Company at Unit 609, 6/F, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjourned meeting. Completion and return of the proxy form shall not preclude you from attending and voting at the AGM or any adjourned meeting should you so wish.

7. RIGHT TO DEMAND A POLL

Pursuant to the bye-law 66 of the Bye-laws, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

(i) the chairman of the meeting; or
(ii) at least three Shareholders present in person or, in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or
(iii) Shareholder or Shareholders present in person or, in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

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LETTER FROM THE BOARD

(iv) Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised corporate representative or by proxy and holding Shares conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right.

On a show of hands every Shareholder presents in person or by proxy or (being a corporation) is represented by a representative duly authorised shall have one vote, and on a poll every Shareholder presents in person or, in case of a Shareholder being a corporation by its duly authorised representative or by proxy shall have one vote for every fully paid Share.

8. RECOMMENDATION

The Directors believe that the proposed general mandate to issue new Shares, the Repurchase Mandate, the proposed amendments to Bye-laws and the proposed Director for re-election are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders should vote in favour of such resolutions to be proposed at the AGM.

9. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the Memorandum of Association of the Company and the Bye-laws will be available for inspection at the head office and principal place of business of the Company in Hong Kong at Unit 609, 6/F, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong during the normal business hours on any business day up to and including 25 June 2004 and at the AGM.

By Order of the Board

Mr. Heung Wah Keung

Chairman

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

The appendix serves as an explanatory statement, as required by the Share Buyback Rules, to provide requisite information to you for your consideration of the Repurchase Mandate and should be read in conjunction with the letter from the Board hereinbefore appearing.

1. SHARE BUYBACK RULES

The Share Buyback Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

(a) Shareholders’ Approval

The Share Buyback Rules provide that all on-market securities repurchases by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval in relation to specific transactions.

(b) Source of Funds

Repurchases must be funded out of funds which are legally available for the purpose and in accordance with the constitutive documents of the company and the laws of the jurisdiction in which the company is incorporated.

1. SHARE CAPITAL

As at the Latest Practicable Date, the Company has an aggregate of 475,200,000 Shares in issue and aggregate of 95,040,000 Warrants outstanding.

On the basis of this figure and assuming that no outstanding share options of the Company, Warrants and Convertible Loan Notes has been exercised or converted and no Shares nor Warrants are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 47,520,000 Shares and 9,504,000 Warrants subject to the passing of the ordinary resolution to approve the Repurchase Mandate.

1. FUNDING OF REPURCHASES

Repurchases would be funded from the Company’s available cash flow or working capital facilities.

The Companies Act 1981 of Bermuda provides that the amount of capital paid in connection with a repurchase of securities may only be paid out of either the capital paid up on the relevant Shares or the funds of the Company which would otherwise be available for dividend or distribution or the proceeds of a fresh issue of Shares made for

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

the purpose. The amount of premium payable on repurchase may only be paid out of the funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account of the Company.

In the event that the proposed repurchases to be authorised were to be carried out in full at any time during the proposed repurchase period, there might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the Company's latest published audited financial accounts for the year ended 31 December 2003). However, the Directors do not propose to exercise the Repurchase Mandate to an extent as would in the circumstances have a material adverse effect on the working capital or gearing position of the Company.

4. SHARE AND WARRANT PRICES

The highest and lowest traded prices for the Shares and the Warrants on the Stock Exchange during each of the previous twelve months were as follows:

Month	Per Share		Per Warrant
	Highest Traded Price HK$	Lowest Traded Price HK$	Highest Traded Price HK$	Lowest Traded Price HK$
June 2003	3.275	2.975	0.250	0.250
July 2003	3.050	2.975	0.250	0.250
August 2003	3.050	3.050	0.250	0.250
September 2003	3.125	3.050	0.250	0.243
October 2003	3.125	2.950	0.243	0.240
November 2003	3.000	2.900	0.240	0.240
December 2003	2.975	2.900	0.240	0.240
January 2004	3.575	2.950	0.240	0.240
February 2004	3.425	3.225	0.240	0.193
March 2004	3.350	3.225	0.193	0.193
April 2004	3.325	3.225	0.193	0.193
May 2004 (01-28/05/04)	3.325	3.225	0.193	0.193

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate at the AGM in accordance with the Listing Rules, the regulations set out in the memorandum of association of the Company and the Bye-laws and all the applicable laws of Bermuda.

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

6. EFFECT OF THE TAKEOVERS CODE

If, on the exercise of the power to repurchase securities pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increase, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, the following persons and corporations had, interests in 5% or more in the Shares and underlying Shares, as recorded in the register required to be kept under Section 336 of the Securities and Futures Ordinance:

Long positions

Name	Notes	Capacity	Interest in Shares	Interest in underlying Shares	Total interest in Shares	Percentage of the issued capital of the Company
China Star Entertainment Limited	1	Interest of corporation	192,998,000	45,170,000	238,168,000	50.12%
China Star Entertainment (BVI) Limited	1	Interest of corporation	192,998,000	45,170,000	238,168,000	50.12%
Classical Statue Limited	1	Beneficial owner	192,998,000	36,720,000	229,718,000	48.34%
First-Up Investments Limited	1	Beneficial owner	—	8,450,000	8,450,000	1.78%
Top Vision Management Limited	2	Beneficial owner	79,200,000	15,840,000	95,040,000	20.00%
Mr. Chan Kam Sum	2	Interest of corporation	79,200,000	15,840,000	95,040,000	20.00%
Lucky Star Consultants Limited	3	Beneficial owner	28,320,000	7,080,000	35,400,000	7.45%
Mr. Lau Tung Hoi	3	Interest of corporation	28,320,000	7,080,000	35,400,000	7.45%

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

Short positions

Name	Notes	Capacity	Interest in Shares	Interest in underlying Shares	Total interest in Shares	Percentage of the issued capital of the Company
Top Vision Management Limited	4	Beneficial owner	42,000,000	—	42,000,000	8.83%
Mr. Chan Kam Sum	4	Interest of corporation	42,000,000	—	42,000,000	8.83%

Notes:

1. 192,998,000 Shares and 36,720,000 underlying Shares are beneficially owned by Classical Statue Limited. 8,450,000 underlying Shares are beneficially owned by First-Up Investments Limited. Both Classical Statue Limited and First-Up Investments Limited are the wholly-owned subsidiaries of China Star Entertainment (BVI) Limited. China Star Entertainment (BVI) Limited is a wholly-owned subsidiary of China Star Entertainment Limited. China Star Entertainment Limited and China Star Entertainment (BVI) Limited are deemed to be interested in shares owned by Classical Statue Limited and First-Up Investments Limited.
2. 79,200,000 Shares and 15,840,000 underlying Shares are held by Top Vision Management Limited, which is wholly-owned by Mr. Chan Kam Sum.
3. 28,320,000 Shares and 7,080,000 underlying Shares are held by Lucky Star Consultants Limited, which is wholly-owned by Mr. Lau Tung Hoi.
4. 42,000,000 Shares for short positions are held by Top Vision Management Limited, which is wholly-owned by Mr. Chan Kam Sum.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the substantial shareholders as defined in the Listing Rules holding more than 10% of the issued share capital of the Company are the Classical Statue Limited ("CSL") and Top Vision Management Limited ("Top Vision").

CSL was the registered owner of 192,998,000 Shares representing 40.61% of the issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full and on the assumption that no Shares is going to be issued or repurchased between the Latest Practicable Date and repurchase of Shares pursuant to the Repurchase Mandate, the shareholding of CSL, together with its associates, in the Company would be increased to approximately 45.13% of the issued share capital of the Company and such increase would give rise to an obligation of CSL to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. However, the Directors have no intention to exercise

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

the Repurchase Mandate to such an extent that will result in a requirement of CSL and parties acting in concert with it (as defined in the Takeovers Code) to make a mandatory offer under the Takeovers Code.

Top Vision was the registered owner of 79,200,000 Shares representing 16.67% of the issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full and on the assumption that no Shares is going to be issued or repurchased between the Latest Practicable Date and repurchase of Shares pursuant to the Repurchase Mandate, the shareholding of Top Vision, together with its associates, in the Company would be increased to approximately 18.52% of the issued share capital of the Company and such increase would not give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

Save as above, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate. In the event that the power to repurchase securities pursuant to the Repurchase Mandate is exercised in full, the number of Shares held by the public would not fall below 25%.

7. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSON

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates, have any present intention to sell any Shares or Warrants to the Company under the Repurchase Mandate if such Repurchase Mandate is approved by the Shareholders.

No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares or Warrants to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

8. SHARE REPURCHASES MADE BY THE COMPANY

No share repurchases have been made by the Company during the last six months (whether on the Stock Exchange or otherwise) before the Latest Practicable Date.

9. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders for the Directors to have the power to repurchase securities pursuant to the Repurchase Mandate. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

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APPENDIX II

DETAILS OF DIRECTOR PROPOSED FOR RE-ELECTION

The following are the particulars of the Director to be retired and proposed to be re-elected at the AGM:

Mr. Lai Hok Lim, aged 45, is a practicing solicitor in Hong Kong since 1989 and is a partner of Messrs. C.W. Heung & Partners, a firm of solicitors in Hong Kong. He joined the Company in November 1999. Mr. Lai was elected Urban Councillor in 1995 and was appointed as Provisional Urban Councillor in 1997. He graduated from the University of Hong Kong with a Bachelor of Arts Degree and holds a Bachelor of Arts (Law) Degree from the University of Sussex in the United Kingdom and a Bachelor of Law Degree from Beijing University in the People's Republic of China.

Mr. Lai previously held directorships as non-executive director of Neo-Tech Global Limited (renamed as "Neo-China Group (Holdings) Limited") (resigned on 12 December 2002) and executive director of B-Tech (Holdings) Limited (renamed as "Heritage International Holdings Limited") (resigned on 11 February 2002). Save as disclosed above, other than the directorship with the Company, Mr. Lai does not hold any directorships in any members of the Company and any other listed companies in the past three years.

Mr. Lai does not have any relationship with any Director, senior management of the Company, substantial Shareholders or controlling Shareholders.

As at the Latest Practicable Date, Mr. Lai has no interest in Shares within the meaning of Part XV of the Securities and Futures Ordinance. There is no service contract between the Company and Mr. Lai and he is not appointed for a specific term since, as a non-executive Director, he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provision of the Bye-Laws. The director's fee of Mr. Lai as an independent non-executive Director is to be determined by the Board of Directors as authorised by the Shareholders at the AGM. For the year ended 31 December 2003, Mr. Lai had received a director's fee of HK$120,000.

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APPENDIX III

NOTICE OF AGM

RICHE MULTI-MEDIA HOLDINGS LIMITED

豊采多媒體集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of the shareholders of Riche Multi-Media Holdings Limited (the "Company") will be held at Unit 609, 6/F, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on 25 June 2004 at 3:00 p.m., for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and auditors of the Company for the year ended 31 December 2003.
2. To re-elect the retiring director and authorise the board of directors to fix the director's remuneration.
3. To re-appoint Messrs. Deloitte Touche Tohmatsu as the auditors of the Company and to authorise the board of directors to fix their remuneration.
4. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

A. “THAT:

(a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

• For identification purposes only

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APPENDIX III

NOTICE OF AGM

(b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of rights of subscription or conversion attaching to any warrants issued by the Company or any securities which are convertible into shares of the Company, (iii) any share option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of shares or rights to acquire shares of the Company or (iv) an issue of shares of the Company as scrip dividends or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company, shall not in total exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

(d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company under this resolution; and

(iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company, the Companies Act 1981 of Bermuda or any applicable laws of Bermuda to be held.

“Rights Issue” means where shares of the Company or warrants, options or other securities giving rights to subscribe for shares are offered, allotted and issued open for a period fixed by the directors of the Company to shareholders of the Company or any class thereof on the register of the Company on a fixed record date in proportion to their then holdings of

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APPENDIX III

NOTICE OF AGM

such shares or any class thereof (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong).

B. “THAT:

(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its issued shares in the share capital of the Company and warrants of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange (as amended from time to time), be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of shares and warrants of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue and 10% of the aggregate amount of warrants of the Company outstanding, in each case as at the date of passing this resolution, and the said approval shall be limited accordingly; and

(c) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company under this resolution; and

(iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company, the Companies Act 1981 of Bermuda or any applicable laws of Bermuda to be held.”

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C "THAT conditional upon the passing of the resolutions 4(A) and 4(B) above, the general mandate granted to the directors of the Company for the time being in force to exercise the powers of the Company to allot, issue and deal with new shares pursuant to the resolution 4(A) be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of shares repurchased by the Company under the authority granted pursuant to the resolution 4(B) above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution."

1. As special business, to consider and, if thought fit, pass the following resolution as a special resolution:

SPECIAL RESOLUTION

"THAT the existing bye-laws of the Company be and are hereby amended in the following manner:

(a) by inserting the following new definition of "associate(s)" in Bye-law 1:

"associate(s)" the meaning attributed to it in the rules of the Designated Stock Exchange.";

(b) by deleting from the definition of "clearing house", the words "a recognised clearing house within the meaning of Section 2 of the Securities and Futures (Clearing Houses) Ordinance of Hong Kong or";

(c) by re-numbering existing Bye-law 76 as paragraph (1) of Bye-law 76 and inserting thereafter the following new paragraph:

"(2) Where the Company has knowledge that any Member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.";

(d) by deleting the word "special" and replacing therewith the word "ordinary" in Bye-law 86(4);

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(e) by deleting the existing Bye-law 88 in its entirety and substituting the following bye-law 88 therefor:

“88. No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that (if the Notices are submitted after the dispatch of the notice of the general meeting appointed for such election) the period for lodgment of such Notice(s) shall commence on the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.”;

(f) by deleting the existing Bye-law 103 in its entirety and substituting the following bye-law 103 therefor:

“103. (1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his associates is materially interested, but this prohibition shall not apply to any of the following matters namely:

(i) any contract or arrangement for the giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associates or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries (as defined by the rules, where applicable, of any Designated Stock Exchange);

(ii) any contract or arrangement for the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries (as defined by the rules, where applicable, of any Designated Stock Exchange) for which the Director or his associate(s) has himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;

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(iii) any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

(iv) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company;

(v) any contract or arrangement concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or a shareholder or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in five (5) per cent or more of the issued shares or of the voting rights of any class of shares of such company (or of any third company through which his interest or that of any of his associate(s) is derived); or

(vi) any proposal or arrangement concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to directors, his associates and employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates.

(2) A company shall be deemed to be a company in which a Director and/or his associate(s) owns five (5) per cent or more if and so long as (but only if and so long as) he and/or his associates, (either directly or indirectly) are the holders of or beneficially interested in five (5) per cent or more of any class of the equity share capital of such company or of the voting rights available to members of such company (or of any third company through which his interest or that of any of his associates is derived). For the purpose of this paragraph there shall be disregarded any shares held by a Director or his associate(s) as bare or custodian trustee and in which he or any of them has no

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beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) is/are in reversion or remainder if and so long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) is/are interested only as a unit holder.

(3) Where a company in which a Director and/or his associate(s) holds five (5) per cent or more is/are materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.

(4) If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or as to the entitlement of any Director (other than such chairman) to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to such other Director shall be final and conclusive except in a case where the nature or extent of the interest of the Director and/or his associate(s) concerned as known to such Director has not been fairly disclosed to the Board. If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the Board."

By Order of the Board

Lei Hong Wai

Executive Director

Hong Kong, 1 June 2004

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Notes:

(1) A shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint more than one proxy to attend and, in the event of a poll, vote on his behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

(2) To be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the head office and principal place of business of the Company at Unit 609, 6/F, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjourned meeting.

(3) With regard to ordinary resolution no. 2 in this notice, Mr. Lai Hok Lim will retire by rotation and, being eligible, offer himself for re-election at the meeting. His particulars are set out in the Appendix II of the circular to shareholders dated 1 June 2004.

(4) Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting or at any adjourned meeting.

(5) As at the date hereof, the board of directors comprises three executive directors, namely Mr. Heung Wah Keung, Ms. Chen Ming Yin, Tiffany and Mr. Lei Hong Wai and two independent non-executive directors, namely Mr. Lai Hok Lim and Mr. Tang Chak Lam, Gilbert.

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RICHE MULTI-MEDIA HOLDINGS LIMITED

豊采多媒體集團有限公司*
(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

PROXY FORM

Proxy form for use at the annual general meeting to be held on Friday, 25 June 2004, at 3:00 p.m. and at any adjournment thereof

I/We (note 1) _________

of _________

being the registered holder(s) of (note 2) _________

shares of HK$0.10 each in the capital of RICHE MULTI-MEDIA HOLDINGS LIMITED (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (note 3) _________

of _________

as my/our proxy to attend at the annual general meeting of the Company to be held at Unit 609, 6/F., Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 25 June 2004, at 3:00 p.m. and at any adjournment thereof, and vote for me/us as indicated below (note 4).

	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)
1.	To receive and consider the financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2003
2.	(i) To re-elect Mr. Lai Hok Lim as a director
	(ii) To authorise the board of directors to fix the remuneration of the director
3.	To re-appoint Messrs. Deloitte Touche Tohmatsu as the auditors and to authorise the board of directors to fix their remuneration.
4.	(A) Ordinary Resolution No. 4A of the notice of annual general meeting (to give a general mandate to the directors to issue additional shares of the Company)
	(B) Ordinary Resolution No. 4B of the notice of annual general meeting (to give a general mandate to the directors to repurchase securities of the Company)
	(C) Ordinary Resolution No. 4C of the notice of annual general meeting (to extend the general mandate granted to the directors to issue additional shares of the Company)
5.	Special Resolution No. 5 of the notice of annual general meeting (to approve amendments to the Bye-laws of the Company)

Dated: ___ , 2004

Shareholder's Signature (note 5): _________

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares of HK$0.10 each registered in your name(s). If no number is inserted, the proxy form will be deemed to relate to all the shares of the Company registered in your name(s).
3. If any proxy other than the Chairman is preferred, strike out "THE CHAIRMAN OF THE MEETING or" and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED "FOR" BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED "AGAINST" BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any or all boxes will entitle your proxy to cast his votes on the relevant resolutions at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, this proxy form must be under its common seal or under the hand of an officer or attorney duly authorised.
6. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either in person or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.
7. To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited at the principal place of business of the Company at Unit 609, 6/F, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong not less than 48 hours before the time for holding the meeting or any adjournment thereof.
8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.
9. Completion and deposit of the proxy form will not preclude you from attending and voting at the meeting if you so wish.
10. For identification purposes only