Samsonite Group S.A. — Proxy Solicitation & Information Statement 2005

Jun 24, 2005

RICHE MULTI-MEDIA HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 764)

PROXY FORM

Form of proxy for use by shareholders at the special general meeting ("Meeting") to be convened at Units 609-610, 6th Floor, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 18th July 2005 at 3:00 p.m. (or any adjournment thereof)

I/We (note a) of _________

of _________

being the registered holder(s) of _____ (note b) shares of HK$0.01 each in the capital of Riche Multi-Media Holdings Limited (the "Company") hereby appoint the Chairman of the Meeting or _______

of _________

to act as my/our proxy (note c) to attend and vote for me/us and on my/our behalf at the Meeting of the Company to be held at Units 609-610, 6th Floor, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 18th July 2005 at 3:00 p.m. and at any adjournment thereof as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (note d).

ORDINARY RESOLUTION	FOR	AGAINST
To approve, ratify and confirm (i) the sale and purchase agreement dated 9th April 2005 entered into between Dragon Leader Limited, Leadfirst Limited and Mr. Benny Ki in relation to the acquisition (the “Acquisition”) by Dragon Leader Limited of the entire issued share capital of Best Winning Group Limited; (ii) the issue of a 4% convertible note in the principal amount of HK$500,000,000 as part consideration of the Acquisition; (iii) the grant of share options to Mr. Benny Ki to subscribe for 500,000,000 shares of the Company at an exercise price of HK$0.25 per share; and (iv) all transactions contemplated under the Acquisition.

Dated the __ day of __ 2005

Shareholder’s signature _________ (notes e, f, g and h)

Notes:

a Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.
b Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
c A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words "the Chairman of the Meeting or" and insert the name and address of the person appointed proxy in the space provided.
d If you wish to vote for any of the resolutions set out above, please tick ("✓") the boxes marked "For". If you wish to vote against any resolutions, please tick ("✓") the boxes marked "Against". If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the meeting.
e In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.
f The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.
g To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Standard Registrars Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not later than 48 hours before the time of the meeting or any adjourned meeting.
h Any alteration made to this form should be initialled by the person who signs the form.