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

Jun 6, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, 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(s) or transferee(s) or to the licensed securities dealer, bank or other agent through whom the sale was effected for transmission to the purchaser(s) or transferee(s).

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 SHARES,

AMENDMENTS TO THE BYE-LAWS,

RE-ELECTION OF DIRECTORS,

APPOINTMENT OF AUDITORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening 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 Wednesday, 29 June 2005, at 3:00 p.m. is set out in Appendix III on pages 16 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
  6 June 2005

---

CONTENTS

Page

Responsibility Statement ... ii
Definitions ... 1

Letter from the Board

Introduction ... 3
General Mandate to Issue Shares ... 4
General Mandate to Repurchase Shares ... 4
Amendments to the Bye-Laws ... 5
Proposed Directors for Re-election ... 5
Appointment of Auditors ... 5
Notice of AGM ... 6
Right to Demand a Poll ... 6
Recommendation ... 7
Documents Available for Inspection ... 7

Appendix I — Explanatory Statement on Repurchase Mandate ... 8
Appendix II — Details of Directors Proposed for Re-election ... 14
Appendix III — Notice of AGM ... 16

— i —

---

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.

— ii —

---

DEFINITION

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 Wednesday, 29 June 2005 at 3:00 p.m., a notice of which is set out in Appendix III on pages 16 to 20 of this circular

"BK Share Option"
the share option, which is exercisable for a period of 5 years commencing from the date of completion of the acquisition of the entire issued share capital of Best Winning Group Limited as announced by the Company on 15 April 2005, to be granted by the Company to Mr. Benny Ki to subscribe for 500,000,000 Shares (subject to adjustment) at an exercise price of HK$0.25 per Share

"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 Notes"
the 4% per annum convertible notes in the aggregate principal amount of HK$500,000,000 at a conversion price of HK$0.50 per Share to be issued by the Company upon the completion of the acquisition of the entire issued share capital of Best Winning Group Limited as announced by the Company on 15 April 2005

"Corporate Governance Code"
the Code on Corporate Governance Practices, Appendix 14 to the Listing Rules

"Directors"
the directors of the Company

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

"Latest Practicable Date"
3 June 2005, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

— 1 —

---

DEFINITION

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Share(s)”	ordinary share(s) of HK$0.01 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”	950,400,000 warrants of the Company entitling the holders to subscribe in cash for Shares at an adjusted subscription price of HK$0.36 per Share during the period from 17 June 2002 to 16 June 2005 (both dates inclusive)
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

— 2 —

---

LETTER FROM THE BOARD

RICHE MULTI-MEDIA HOLDINGS LIMITED

暨采多媒體集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

Executive Directors:

Mr. Heung Wah Keung (Chairman)

Ms. Chen Ming Yin, Tiffany (Vice Chairman)

Mr. Lei Hong Wai

Independent Non-executive Directors:

Mr. Tang Chak Lam, Gilbert

Mr. Ho Wai Chi, Paul

Mr. Lien Wai Hung

Registered Office:

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Head Office and

Principal Place of Business:

Unit 609, 6/F.

Miramar Tower

132 Nathan Road

Tsimshatsui

Kowloon

Hong Kong

6 June 2005

To the Shareholders and, for information only,

the holders of the Warrants and share options of the Company

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES

AND TO REPURCHASE SHARES,

AMENDMENTS TO BYE-LAWS,

RE-ELECTION OF DIRECTORS,

APPOINTMENT OF AUDITORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

On 25 June 2004, resolutions were passed by the Shareholders giving general mandates to the Directors to issue and allot new Shares and to exercise the powers of the Company

• For identification purposes only

---

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 29 June 2005 unless renewed at that meeting. It is therefore proposed to renew the general mandates to issue and allot new Shares and to repurchase Shares at the AGM.

The purpose of this circular is to provide you with information relating to (i) the proposed renewal of the general mandates to issue and allot new Shares and to repurchase Shares; (ii) the proposed amendments to the Bye-laws; and (iii) the proposed Directors 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 SHARES

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 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 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 which may be repurchased pursuant to the Repurchase Mandate is limited to a maximum of 10% of the issued share capital of the Company 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 —

---

LETTER FROM THE BOARD

4. AMENDMENTS TO THE BYE-LAWS

The Stock Exchange has amended the Listing Rules concerning corporate governance practices by, among others, issuing the Corporate Governance Code which, subject to certain transitional arrangements, came into effect on 1 January 2005. To bring the constitution of the Company in alignment with the provisions in the Corporate Governance Code, the Directors propose to amend the Bye-laws so that:

(a) there shall be an overriding obligation on the part of the Company to conduct voting of any resolution in a general meeting of the Company by way of a poll where such procedural requirement is stipulated in the Listing Rules;

(b) if the voting of any resolution in a general meeting of the Company is by way of a poll, the Company will be required to disclose the voting figures on a poll if such disclosure is required by the Listing Rules;

(c) every Director shall retire from office no later than the third annual general meeting of the Company after he was last elected or re-elected; and

(d) Directors holding office as the Chairman or Managing Director are also subject to retirement by rotation.

At the AGM, the Directors wish to seek the approval from the Shareholders of the above amendments to the Bye-laws. The full text of the proposed amendments to the Bye-laws is set out in the proposed Resolution No. 5 in the notice of the AGM.

5. PROPOSED DIRECTORS FOR RE-ELECTION

Pursuant to bye-laws 87 and 88 of the Bye-laws, Mr. Lei Hong Wai, Mr. Ho Wai Chi, Paul and Mr. Lien Wai Hung will be retiring by rotation at the AGM and being eligible for re-election. Details of the Directors proposed to be re-elected at the AGM are set out in Appendix II of this circular.

6. APPOINTMENT OF AUDITORS

At the last annual general meeting of the Company held on 25 June 2004, Messrs. Deloitte Touche Tohmatsu ("DTT") were re-appointed as the auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company. On 26 May 2005, the Board received a notice from DTT that they will not be seeking re-appointment as the auditors of the Company at the AGM and have no matters to report which they consider need to be brought to the attention of the holders of securities of the Company in relation to their decision. The Board resolved to appoint HLB Hodgson Impey Cheng as the auditors of the Company and now proposes to the Shareholders to appoint HLB Hodgson Impey Cheng as the auditors of the Company.

— 5 —

---

LETTER FROM THE BOARD

The Board of Directors confirmed that there are no circumstances in respect of DTT's not seeking re-appointment which they considered should be brought to the attention of the Shareholders. DTT will responsible for completing the audit of the Company's subsidiaries for the financial year ended 31 December 2004 and they have not yet commenced any work for the audit of the Company and its subsidiaries for the financial year ending 31 December 2005.

1. NOTICE OF AGM

The notice convening the AGM is set out in Appendix III on pages 16 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.

1. 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
(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.

— 6 —

---

LETTER FROM THE BOARD

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.

9. 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 Directors 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 the resolutions to be proposed at the AGM.

10. 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 29 June 2005 and at the AGM.

By Order of the Board

Mr. Heung Wah Keung

Chairman

— 7 —

---

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This 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 4,753,020,000 Shares in issue and an aggregate of 949,380,000 Warrants outstanding.

On the basis of this figure and assuming that no outstanding share options of the Company and Warrants 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 475,302,000 Shares 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

---

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 Repurchase Mandate 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 2004). 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 PRICES

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

Month	Per Share
	Highest Traded Price HK$	Lowest Traded Price HK$
June 2004	0.330	0.313
July 2004	0.318	0.300
August 2004	0.315	0.255
September 2004	0.258	0.205
October 2004	0.208	0.185
November 2004	0.194	0.172
December 2004	0.430	0.180
January 2005	0.550	0.295
February 2005	0.375	0.250
March 2005	0.360	0.285
April 2005	0.500	0.415
May 2005	0.430	0.375
June 2005 (up to and including 3 June 2005)	0.390	0.375

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.

---

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	2,022,530,000	367,200,000	2,389,730,000	50.28%
China Star Entertainment (BVI) Limited	1	Interest of corporation	2,022,530,000	367,200,000	2,389,730,000	50.28%
Classical Statue Limited		Beneficial owner	2,022,530,000	367,200,000	2,389,730,000	50.28%
Top Vision Management Limited		Beneficial owner	792,000,000	158,400,000	950,400,000	20.00%
Mr. Chan Kam Sum	2	Interest of corporation	792,000,000	158,400,000	950,400,000	20.00%
Lucky Star Consultants Limited		Beneficial owner	283,200,000	70,800,000	354,000,000	7.45%

---

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

Name	Notes	Capacity	Interest in Shares	Interest in underlying Shares	Total interest in Shares	Percentage of the issued capital of the Company
Mr. Lau Tung Hoi	3	Interest of corporation	283,200,000	70,800,000	354,000,000	7.45%
Leadfirst Limited		Beneficial owner	—	1,000,000,000	1,000,000,000	21.04%
Mr. Benny Ki	4	Interest of corporation	—	1,000,000,000	1,000,000,000	21.04%
Mr. Benny Ki	5	Beneficial owner	—	500,000,000	500,000,000	10.52%

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	6	Beneficial owner	420,000,000	—	420,000,000	8.84%
Mr. Chan Kam Sum	6	Interest of corporation	420,000,000	—	420,000,000	8.84%

Notes:

1. 2,022,530,000 Shares and 367,200,000 underlying Shares are beneficially owned by Classical Statue Limited. Classical Statue Limited is 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.
2. 792,000,000 Shares and 158,400,000 underlying Shares are held by Top Vision Management Limited, which is wholly-owned by Mr. Chan Kam Sum.
3. 283,200,000 Shares and 70,800,000 underlying Shares are held by Lucky Star Consultants Limited, which is wholly-owned by Mr. Lau Tung Hoi.

— 11 —

---

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

1. 1,000,000,000 Shares to be issued upon full conversion of the Convertible Notes held by Leadfirst Limited, which is wholly-owned by Mr. Benny Ki.
2. 500,000,000 Shares to be issued upon exercise of the BK Share Option.
3. 420,000,000 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 2,022,530,000 Shares representing 42.55% 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 47.28% 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 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 792,000,000 Shares representing 16.66% 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 18.51% 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.

As the 1,500,000,000 underlying Shares held by Mr. Benny Ki and/or Leadfirst Limited were not converted into Shares as at the Latest Practicable Date, Mr. Benny Ki and/or Leadfirst Limited were not deemed as the substantial shareholders of the Company under the Listing Rules.

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%.

— 12 —

---

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

7. INFORMATION RELATED TO 1,500,000,000 UNDERLYING SHARES HELD BY MR. BENNY KI

Mr. Benny Ki is the beneficial owner of 1,500,000,000 underlying Shares. Based on the Convertible Notes and the BK Share Option and 4,753,020,000 Shares in issue as at the Latest Practicable Date and assuming Leadfirst Limited and Mr. Benny Ki will not acquire any Shares from the open market, Mr. Benny Ki will directly and indirectly hold 1,500,000,000 Shares representing 23.99% of the enlarged issued share capital of the Company (including the interest held via Leadfirst Limited) immediately following the full conversion of the Convertible Notes and the exercise of the BK Share Option. 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 Mr. Benny Ki in the Company would be increased to approximately 25.96% of the enlarged issued share capital of the Company and such increase would not give rise to an obligation of Mr. Benny Ki to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

8. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

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 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 to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

9. 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.

10. 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.

---

APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

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

EXECUTIVE DIRECTOR

Mr. Lei Hong Wai, aged 36, joined the Company in June 2000 and was appointed as an executive director on 28 September 2001. He is responsible for the overall management and business development of the Group. Prior to joining the Company, he worked for a film production and distribution company in Hong Kong and has more than 10 years of experience in the entertainment industry. Mr. Lei is a director of The Chamber of Hong Kong Listed Companies Limited, which promotes interaction amongst its members who are listed companies in Hong Kong and the PRC.

Mr. Lei also holds a directorship as an executive director of Hua Yi Copper Holdings Limited. Save as disclosed above, other than the directorship with the Company and Hua Yi Copper Holdings Limited, Mr. Lei does not hold any directorships in any other listed companies in the past three years.

Mr. Lei does not have any relationship with any director, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Lei is interested in 47,500,000 share options of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no service contract between the Company and Mr. Lei and he is not appointed for a specific term but, as an executive Director, 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. Lei as an 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 2004, Mr. Lei had received a director's fee of HK$1,560,000 which is determined by reference to the Company's performance and profitability, as well as a remuneration benchmark in the industry and the prevailing market conditions. Save for the director's fee as disclosed above, Mr. Lei will not be entitled to any other emoluments.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Ho Wai Chi, Paul, aged 53, has over 20 years experience in corporate and listing affairs. He joined the Company in September 2004. He is also a member of the audit committee of the Company. He is the managing partner of Paul W. C. Ho & Company, Certified Public Accountants, and is an associate of the Institute of Chartered Accountants in England and Wales, United Kingdom and a fellow of the Hong Kong Institute of Certified Public Accountants. He holds a Bachelor of Social Sciences Degree in the University of Hong Kong.

---

APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Ho also holds directorships as independent non-executive director and a member of the audit committee of companies listed on the main board of the Stock Exchange which include China Star Entertainment Limited, Ngai Hing Hong Company Limited and Peking Apparel international Group Limited. Save as disclosed above, Mr. Ho did not hold any directorships in any members of the Company and any other listed companies in the past three years.

Mr. Ho does not have any relationship with any director, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Ho has no interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no service contract signed between Mr. Ho and the Company. Mr. Ho will have no fixed term of service with the Company and is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-Laws of the Company. Mr. Ho will be entitled to a director’s fee of HK$120,000 per annum which is determined by the Board with reference to his duties and responsibilities with the Company. Save for the director’s fee as disclosed above, Mr. Ho will not be entitled to any other emoluments.

Mr. Lien Wai Hung, aged 42, is a practicing solicitor in Hong Kong since 1997 and is a partner of Messrs. Chong & Partners, a firm of solicitors in Hong Kong. He joined the Company in April 2005. He is also a member of the audit committee of the Company. He graduated from the University of East London with a LLB Degree in the United Kingdom.

Mr. Lien does not hold any directorships in any members of the Company and any other listed companies in the past three years.

Mr. Lien does not have any relationship with any director, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Lien has no interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. There is no service contract signed between Mr. Lien and the Company. Mr. Lien will have no fixed term of service with the Company and is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-Laws of the Company. Mr. Lien will be entitled to a director’s fee of HK$120,000 per annum which is determined by the Board with reference to his duties and responsibilities with the Company. Save for the director’s fee as disclosed above, Mr. Lien will not be entitled to any other emoluments.

The Board is not aware of any other matters relating to the re-election of Mr. Lei Hong Wai, Mr. Ho Wai Chi, Paul and Mr. Lien Wai Hung as Directors that need to be brought to the attention of the Shareholders.

— 15 —

---

APPENDIX III

NOTICE OF AGM

RICHE MULTI-MEDIA HOLDINGS LIMITED

暨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 Wednesday, 29 June 2005 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 2004.
2. To re-elect the retiring directors and authorise the board of directors to fix the directors' remuneration.
3. To appoint HLB Hodgson Impey Cheng 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;

---

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 (as amended) 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

— 17 —

---

APPENDIX III
NOTICE OF AGM

Company on a fixed record date in proportion to their then holdings of 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 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 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, 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 (as amended) or any applicable laws of Bermuda to be held."

— 18 —

---

APPENDIX III

NOTICE OF AGM

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 words “voting by way of a poll is required by the listing rules of any Designated Stock Exchange or” after the words “on a show of hands unless” in the third sentence of Bye-law 66;

(b) by deleting the full-stop at the end of Bye-law 66(d) and replacing therewith a semi-colon and the word “or” immediately thereafter and by inserting the following as new Bye-law 66(e):

“(e) if required by the listing rules of any Designated Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares respectively five per cent. (5%) or more of the total voting rights at such meeting.”;

(c) by deleting the existing Bye-law 68 in its entirety and substituting therefor the following new Bye-law 68:

“68. If a poll is duly demanded, the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the listing rules of any Designated Stock Exchange.”; and

— 19 —

---

APPENDIX III

NOTICE OF AGM

(d) by deleting the existing Bye-law 87(1) in its entirety and substituting therefor the following new Bye-law 87(1):

“87(1). Notwithstanding any other provisions in the Bye-laws, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director shall be subject to retirement by rotation at least once every three years.”;

(e) by inserting the words “and shall continue to act as Director throughout the meeting at which he retires” at the end of the first sentence of Bye-law 87(2);

and

THAT the directors of the Company be and are hereby authorised to do all such acts, deeds and things as they shall, in their absolute discretion deem fit, in order to effect and complete the foregoing.”

By Order of the Board
Lei Hong Wai
Executive Director

Hong Kong, 6 June 2005

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. Lei Hong Wai, Mr. Ho Wai Chi, Paul and Mr. Lien Wai Hung will retire by rotation and, being eligible, offer themselves for re-election at the meeting. Their particulars are set out in the Appendix II of the circular to shareholders dated 6 June 2005.

(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.