THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any doubt as to any aspect of this circular, you should consult a stockbroker or other registered dealer in securities, a 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 accompanying form of proxy to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Riche Multi-Media Holdings Limited

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

PROPOSED AMENDMENT TO BYE-LAWS AND CHANGE IN BOARD LOT TRADING ARRANGEMENT

A notice convening a special general meeting of Riche Multi-Media Holdings Limited to be held at 11:00 a.m. on 6 February, 2004 at Units 609–610, 6th Floor, Miramar Tower, 132 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong is set out on pages 13 to 22 of this circular. Whether or not shareholders are able to attend the special general meeting, they are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s Hong Kong branch share registrar, 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 of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjourned meeting should they so desire.

For identification purposes only

14 January, 2004

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.

CONTENTS

Pages

Indicative timetable for change in board lot trading arrangement iii
Definitions 1
Letter from the board of directors 2
Appendix 5
Notice of the SGM 13

– ii –

INDICATIVE TIMETABLE FOR CHANGE IN BOARD LOT TRADING ARRANGEMENT

First day for free exchange of existing Share certificates
in board lots of 2,000 Shares for new Share certificates
in board lots of 1,000 Shares ... Monday, 19 January, 2004

Effective date for change in board lot ... 9:30 a.m. on Thursday, 5 February, 2004

Original counter for trading in the Shares in board
lots of 2,000 Shares closes and becoming
counter for trading in the Shares in board
lots of 1,000 Shares (in the form of
new Share certificates) ... 9:30 a.m. on Thursday, 5 February, 2004

Temporary counter for trading in the Shares
in board lots of 2,000 Shares (in the form of
existing Share certificates) opens ... 9:30 a.m. on Thursday, 5 February, 2004

Parallel trading in Shares
(in the form of existing and new Share
certificates) commences ... 9:30 a.m. on Thursday, 5 February, 2004

Temporary counter for trading in
the Shares in board lots of 2,000 Shares
(in the form of existing and new Share
certificates) closes ... 4:00 p.m. on Thursday, 26 February, 2004

Parallel trading in Shares
(in the form of existing and new Share
certificates) ends ... 4:00 p.m. on Thursday, 26 February, 2004

Last day of free exchange of existing Share certificates
in board lots of 2,000 Shares for new Share certificates
in board lots of 1,000 Shares ... Tuesday, 2 March, 2004

Shareholders may, during business hours from Monday, 19 January, 2004 to Tuesday, 2 March, 2004 (both dates inclusive), submit their existing Share certificates in board lots of 2,000 Shares to the Company's share registrar, in exchange for new Share certificates in board lots of 1,000 Shares free of charge. Thereafter, existing Share certificates in board lots of 2,000 Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each new Share certificate in board lots of 1,000 Shares issued or each old Share certificate submitted, whichever number of Share certificate involved is higher.

iii -

DEFINITIONS

In this circular and the appendix to it, the following expressions have the following meanings unless the context requires otherwise:

"Board"
the board of Directors;

"CDP"
The Central Depository (Pte) Limited;

"Company"
Riche Multi-Media Holdings Limited;

"Directors"
directors of the Company;

"Existing Bye-laws"
the bye-laws of the Company adopted on 19 January 2000 and amended by Shareholders on 27 May 2002;

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

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

"Secondary Listing"
the proposed secondary listing of the Shares on the SGX;

"SGM"
the special general meeting of the Company to be held on 6 February, 2004 at 11:00 a.m., the notice of which is set out on pages 13 to 22 of this circular;

"SGX"
Singapore Exchange Securities Trading Limited;

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

"Shareholders"
holders of Shares;

"Stock Exchange"
The Stock Exchange of Hong Kong Limited; and

"$
Hong Kong dollars.

LETTER FROM THE BOARD OF DIRECTORS

Riche Multi-Media Holdings Limited

豊采多媒體集團有限公司*

(Incorporated in Bermuda with limited liability)

Executive Directors:
Heung Wah Keung
Chen Ming Yin, Tiffany
Lei Hong Wai

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

Independent Non-executive Directors:
Tang Chak Lam
Lai Hok Lim

Head Office and Principal Place of Business in Hong Kong:
Units 609–610
6th Floor, Miramar Tower
132 Nathan Road
Tsim Sha Tsui
Kowloon
Hong Kong

14 January, 2004

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO BYE-LAWS AND CHANGE IN BOARD LOTS TRADING ARRANGEMENT

INTRODUCTION

Amendments to Existing Bye-laws

The Board announced on 11 December, 2003 that it had appointed Ernst & Young Corporate Finance Pte Ltd. to study the feasibility of applying for a secondary listing for its Shares on the SGX and announced on 9 January, 2004 that an application for a secondary listing had been submitted on behalf of the Company to the SGX.

For identification purposes only

LETTER FROM THE BOARD OF DIRECTORS

In connection with the proposed Secondary Listing, the Company’s Bye-laws are required to be amended to take into account the requirements of CDP. Accordingly, the Directors propose to seek the approval of Shareholders at the SGM for the conditional amendments to the Existing Bye-laws to take into account CDP requirements. A summary of the proposed amendments to the Existing Bye-laws is set out in the Appendix to this circular.

In addition, the Directors further propose to seek the approval of Shareholders at the SGM for the conditional amendments to the Existing Bye-laws to permit the Company to offer to Shareholders the following options in compliance with changes made to the Listing Rules by the Stock Exchange which became effective in February, 2002:

(i) to receive any corporate communications issued by the Company for the information or action of the Shareholders in printed forms and/or using electronic means subject to certain conditions being met and with the Shareholders’ prior approval as prescribed by relevant regulations; and

(ii) to receive a summary financial report in place of the Company’s full annual report, such summary financial report having been derived from the Company’s full annual report, provided that the Company ascertains the wishes of Shareholders and complies with the relevant legal requirements under relevant jurisdictions.

Even if the Shareholders vote in favour of the special resolution approving such amendments to the Existing Bye-laws, they may at any time still choose to receive printed copies of any corporate communications issued by the Company.

Bye-laws 2(e), 2(k), 153 and 160 of the Existing Bye-laws do not permit the Company to distribute the Company’s summary financial statements to the Shareholders or distribute the Company’s annual report or any other corporate communications of the Company to the Shareholders in any form other than printed copies and limit the means by which the Company may communicate to the Shareholders. The Shareholders who may prefer to receive such documents by way of electronic means in preference to receiving a printed copy of the relevant documents, are therefore prevented from doing so by virtue of the Existing Bye-laws. Accordingly, it is proposed that the Existing Bye-laws be amended at the SGM by amendments of Bye-laws 2(e), 2(k) and 160 as set out in the Appendix to this circular and Bye-law 153 by the incorporation of Bye-laws 153A and 153B as set out in the Appendix to this circular.

Should such special resolution be passed by the Shareholders at the SGM and in compliance with the Listing Rules, the Shareholders will be given the opportunity to receive the Company’s summary financial statements in place of the Company’s annual report as well as the opportunity to elect to receive other corporate communications issued by the Company by electronic means rather than receiving printed copies of such documents.

All other bye-laws in the Existing Bye-laws shall remain unchanged.

LETTER FROM THE BOARD OF DIRECTORS

Change in board lot size

The Shares currently trade in board lots of 2,000 Shares. The Company is proposing to change the board lots from 2,000 Shares to 1,000 Shares. The Board is of the opinion that the decrease in the board lot size will enable the Company to widen its Shareholder base. For the timing of the proposed change in board lot size, Shareholders should draw their attention to the timetable on page iii of this circular.

RECOMMENDATION

The Directors believe that the proposed amendments to the Existing Bye-laws is in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend all Shareholders to vote in favour of the special resolution at the SGM.

On behalf of the Board
Riche Multi-Media Holdings Limited
Heung Wah Keung
Chairman

APPENDIX

Bye-Law/definition in Bye-law proposed to be amended	Proposed amendments (deletion shown by way of strikethrough and new additions by way of shading)
“Depositor”	a person being a Depository Agent or a direct account holder of a Securities Account but excluding a sub-account holder.
“Depository”	The Central Depository (Pte) Limited, a company incorporated in the Republic of Singapore and a wholly-owned subsidiary of the Singapore Exchange Securities Trading Limited, or any other corporation approved by the Minister of Finance in Singapore as a depository company or corporation for the purposes of these Bye-laws, which will act as bare trustee operating the Central Depository System in Singapore for the holding and transfer of book-entry securities and (where the context requires) shall include any person specified by it in a notice given to the Company, as its nominee.
“Depository Agent”	a member company of the Singapore Exchange Securities Trading Limited, a trust company (registered under the Trust Companies Act, Chapter 336 of Singapore), a banking corporation or merchant bank (approved by the Monetary Authority of Singapore under the Monetary Authority of Singapore Act, Chapter 186 of Singapore) or any other person or body approved by the Depository who or which: (a) performs services as a depository agent for sub-account holders in accordance with the terms of a depository agent agreement entered into between the Depository and the depository agent; (b) deposits book-entry securities with the Depository on behalf of the sub-account holders; and (c) establishes an account in its name with the Depository.
“Depository Register”	a register maintained by the Depository in respect of book-entry securities.
“Securities Account”	the securities account maintained by a person with the Depository.

– 5 –

APPENDIX

2(e)

expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election complies with all applicable Statutes, rules and regulations;

2(k)

references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.

Subject to these Bye-laws, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in any other form approved by the Board and may be under hand or, if the transferor or transferee is the Depository, a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.

The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that an instrument of transfer in respect of which the transferee is the Depository shall be effective although not signed or witnessed by or on behalf of the Depository and provided further that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to Bye-law 46, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Nothing in these Bye-laws shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

APPENDIX

Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Bye-laws, at any general meeting on a show of hands every Member present in person (or being a corporation, is present by a representative duly authorised under Section 78 of the Act), or by proxy shall have one vote and the chairman of the meeting shall determine which proxy shall be entitled to vote where a member is represented by more than one proxy and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. Notwithstanding anything contained in these Bye-laws, where more than one proxy is appointed by a Member which is the Depository or a clearing house (or its nominee), each such proxy shall have one vote on a show of hands. A resolution put to the vote of a 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:

(a) by the chairman of such meeting; or
(b) by at least three Members present in person (or in the case of a Member being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or
(c) by a Member or Members present in person (or in the case of a Member 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 Members having the right to vote at the meeting; or
(d) by a Member or Members present in person (or in the case of a Member being a corporation by its duly authorised representative) or by proxy and holding shares in the Company 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 shares conferring that right, or

APPENDIX

(e) by at least three proxies representing the Depository where the Depository is a Member.

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Member.

(1) Any Member who is the holder of two or more shares entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy not more than two proxies to attend and vote instead of him at the same general meeting or at a class meeting provided that if the Member is the Depository or a clearing house: A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.

(a) the Depository or clearing house may appoint more than two proxies to attend and vote at the same general meeting or at a class meeting and each proxy shall be entitled to exercise the same powers on behalf of the Depository or the clearing house as the Depository or the clearing house could exercise, including, but not limited to, the right to vote individually on a show of hands;

(b) the Company shall be entitled and bound:

(i) to reject any instrument of proxy lodged if the proxy first named in that instrument, being a Depositor or clearing house, is not shown in the records of the Depository or clearing house as at a time not earlier than forty-eight (48) hours prior to the time of the relevant general meeting supplied by the Depository or clearing house to the Company, to have any shares credited to a Securities Account or a relevant account maintained with the clearing house, as the case may be; and

APPENDIX

(ii) to accept as the maximum number of votes which in aggregate all the proxies appointed by the Depository or clearing house in respect of a particular Depositor or clearing house are able to cast on a poll a number which is the number of shares credited to the Securities Account of that Depositor, as shown in the records of the Depository as at a time not earlier than forty-eight (48) hours prior to the time of the relevant general meeting supplied by the Depository or clearing house to the Company, whether that number is greater or smaller than the number specified in any instrument of proxy executed by or on behalf of the Depository or clearing house; and

(iii) the Company shall accept as valid in all respects the form of proxy approved by the Depository or clearing house (the "CDP Proxy Form") for use at the date relevant to the general meeting in question notwithstanding that the same permits the Depositor concerned to nominate a person or persons other than himself as the proxy or proxies appointed by the Depository or clearing house. The Company shall be entitled and bound, in determining rights to vote and other matters in respect of a completed CDP Proxy Form submitted to it, to have regard to the instructions given by and the notes (if any) set out in the CDP Proxy Form.

(2) In any case where a form of proxy appoints more than one proxy (including the case where such appointment results from a nomination by a Depositor or a clearing house), the proportion of the shareholding concerned to be represented by each proxy shall be specified in the form of proxy.

(3) A proxy need not be a Member. In addition, subject to sub-paragraph (1) of this Bye-law, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.

APPENDIX

The instrument appointing a proxy shall 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 its seal or under the hand of an officer, attorney or other person authorised to sign the same or, in the case of the Depository or clearing house, signed by its duly authorised officer by some method or system of mechanical signature as the Depository or clearing house may deem appropriate. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.

The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed on behalf of the appointor (which shall, for this purpose, include a Depositor or clearing house), or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

APPENDIX

form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

84(2)

Where a Member is the Depository or a clearing house (or its nominee, in each case, being a corporation), it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Bye-law shall be entitled to exercise the same rights and powers as if such person was the registered holder of the shares of the Company held by the Depository or clearing house (or its nominee) including the right to vote individually on a show of hands.

153A

To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Bye-law 153 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, a summary financial statement derived from the Company's annual financial statements and the directors' report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors' report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company's annual financial statement and the directors' report thereon.

153B

The requirement to send to a person referred to in Bye-law 153 the documents referred to in that provision or a summary financial statement in accordance with Bye-law 153A shall be

APPENDIX

deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Bye-law 153 and, if applicable, a summary financial statement complying with Bye-law 153A, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.

160

Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designated Stock Exchange) from the Company to a Member shall be given in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication (subject to compliance with all applicable Statutes, rules and regulations) and any such Notice and (where appropriate) any other document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, transmitting it to any such address or transmitting it to any email address, telex or facsimile transmission number supplied by him to the Company for the giving of Notice and any other document to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appointed newspapers (as defined in the Act) or in newspapers published daily and circulating generally in the territory of and in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website and giving to the Member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

12 -

NOTICE OF THE SGM

Riche Multi-Media Holdings Limited

豊采多媒體集團有限公司*

(Incorporated in Bermuda with limited liability)

NOTICE is hereby given that a special general meeting of Riche Multi-Media Holdings Limited will be held at 11:00 a.m. on 6 February, 2004 at Units 609–610, 6th Floor, Miramar Tower, 132 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolution which will be proposed as a special resolution:

SPECIAL RESOLUTION

“RESOLVED THAT conditional on the SGX granting approval (“Approval”) of the proposed secondary listing of the Shares of the Company on the SGX on terms acceptable to the Board and such approval not being revoked, the Bye-laws of the Company be amended as follows (which amendments have been approved by the Board of Directors):

Bye-Law/definition in Bye-law proposed to be amended	Proposed amendments (deletion shown by way of strikethrough and new additions by way of shading)
“Depositor”	a person being a Depository Agent or a direct account holder of a Securities Account but excluding a sub-account holder.
“Depository”	The Central Depository (Pte) Limited, a company incorporated in the Republic of Singapore and a wholly-owned subsidiary of the Singapore Exchange Securities Trading Limited, or any other corporation approved by the Minister of Finance in Singapore as a depository company or corporation for the purposes of these Bye-laws, which will act as bare trustee operating the Central Depository System in Singapore for the holding and transfer of book-entry securities and (where the context requires) shall include any person specified by it in a notice given to the Company, as its nominee.
“Depository Agent”	a member company of the Singapore Exchange Securities Trading Limited, a trust company (registered under the Trust Companies Act, Chapter 336 of Singapore), a banking corporation or merchant bank (approved by the Monetary

For identification purposes only

NOTICE OF THE SGM

Authority of Singapore under the Monetary Authority of Singapore Act, Chapter 186 of Singapore) or any other person or body approved by the Depository who or which:

(a) performs services as a depository agent for sub-account holders in accordance with the terms of a depository agent agreement entered into between the Depository and the depository agent;

(b) deposits book-entry securities with the Depository on behalf of the sub-account holders; and

“Depository Register”

a register maintained by the Depository in respect of book-entry securities.

“Securities Account”

the securities account maintained by a person with the Depository.

2(e)

2(k)

14 -

NOTICE OF THE SGM

(a) by the chairman of such meeting; or

15 -

NOTICE OF THE SGM

(b) by at least three Members present in person (or in the case of a Member being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

(c) by a Member or Members present in person (or in the case of a Member 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 Members having the right to vote at the meeting; or

(d) by a Member or Members present in person (or in the case of a Member being a corporation by its duly authorised representative) or by proxy and holding shares in the Company 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 shares conferring that right; or

(e) by at least three proxies representing the Depository where the Depository is a Member.

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Member.

(1) Any Member who is the holder of two or more shares entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy not more than two proxies to attend and vote instead of him at the same general meeting or at a class meeting provided that if the Member is the Depository or a clearing house. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.

NOTICE OF THE SGM

(b) the Company shall be entitled and bound:

(iii) the Company shall accept as valid in all respects the form of proxy approved by the Depository or clearing house (the "CDP

17 -

NOTICE OF THE SGM

Proxy Form") for use at the date relevant to the general meeting in question notwithstanding that the same permits the Depositor concerned to nominate a person or persons other than himself as the proxy or proxies appointed by the Depository or clearing house. The Company shall be entitled and bound, in determining rights to vote and other matters in respect of a completed CDP Proxy Form submitted to it, to have regard to the instructions given by and the notes (if any) set out in the CDP Proxy Form.

NOTICE OF THE SGM

The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed on behalf of the appointer (which shall, for this purpose, include a Depositor or clearing house), or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

Instruments of proxy shall be in any usual or common form (including any form approved from time to time by the Depository) or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

19 -

NOTICE OF THE SGM

84(2)

153A

153B

The requirement to send to a person referred to in Bye-law 153 the documents referred to in that provision or a summary financial statement in accordance with Bye-law 153A shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Bye-law 153 and, if applicable, a summary financial statement complying with Bye-law 153A, on the Company's computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is

NOTICE OF THE SGM

160

deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.

21 -

NOTICE OF THE SGM

"FURTHER RESOLVED THAT the amendments shall take effect from a date after the date of the Approval, as determined by the Board of Directors."

On behalf of the Board
Riche Multi-Media Holdings Limited
Heung Wah Keung
Chairman

Hong Kong, 14 January, 2004

Head office and principal place of business in Hong Kong:
Units 609–610
6th Floor, Miramar Tower
132 Nathan Road
Tsim Sha Tsui
Kowloon
Hong Kong

Notes:

(1) Any member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint another person as his proxy to attend and to vote in his stead. A member of the Company who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a member of the Company.

(2) A form of proxy of the meeting is enclosed. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney authorised in writing, or if the appointor is a corporation, the form of proxy must be under its common seal or, under the hand of an officer, attorney or other person duly authorised to sign the same.

(3) To be valid, a form of proxy must be deposited at the Company’s Hong Kong branch share registrar, Standard Registrars Limited, located at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the special general meeting or any adjournment thereof.

(4) Where there are joint registered holders of any Share, any one of such persons may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint registered holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered holders, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

22 -

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

50259_rns_2004-01-14_5766fd52-ead8-4457-9d58-8b5673314282.pdf

Riche Multi-Media Holdings Limited

PROPOSED AMENDMENT TO BYE-LAWS AND CHANGE IN BOARD LOT TRADING ARRANGEMENT

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豊采多媒體集團有限公司*

PROPOSED AMENDMENTS TO BYE-LAWS AND CHANGE IN BOARD LOTS TRADING ARRANGEMENT

INTRODUCTION

Amendments to Existing Bye-laws

Change in board lot size

RECOMMENDATION

Riche Multi-Media Holdings Limited

豊采多媒體集團有限公司*

SPECIAL RESOLUTION

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