Samsonite Group S.A. — Proxy Solicitation & Information Statement 2007

Nov 16, 2007

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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Riche Multi-Media Holdings Limited, you should at once hand this circular 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

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of Riche Multi-Media Holdings Limited to be held at Unit 3408, Shun Tak Centre, West Tower, 168-200 Connaught Road Central, Hong Kong on Tuesday, 11 December 2007 at 4:30 p.m. is set out on pages 6 to 7 of this circular. Whether or not you intend to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

19 November 2007

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CONTENTS

Page

Definitions 1

Letter from the Board 3

Notice of the SGM 6

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DEFINITIONS

In this circular, the following expressions have the meanings respectively set opposite them unless the context otherwise requires:

"Board" board of Directors;

"Capital Increase" the proposed increase in the authorised share capital of the Company from HK$200,000,000 comprising 2,000,000,000 Shares to HK$600,000,000 comprising 6,000,000,000 Shares by a creation of 4,000,000,000 Shares;

"Company" Riche Multi-Media Holdings Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange;

"Director(s)" director(s) of the board of the Company;

"Group" the Company and its subsidiaries;

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

"Latest Practicable Date" 15 November 2007, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein;

"Listing Rules" the Rules Governing the listing of securities on the Stock Exchange of Hong Kong Limited;

"New Ordinary Shares" 4,000,000,000 new Shares proposed to be created for the purpose of the Capital Increase;

"Open Offer" the open offer of 650,619,987 new Shares as announced by the Company on 18 October 2007, which as at the Latest Practicable Date, has not been completed and may or may not proceed;

"SGM" a special general meeting of the Company to be convened and held to consider and, if thought fit, to approve, the Capital Increase, a notice of which is set out on pages 6 to 7 of this circular;

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

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DEFINITIONS

"Shareholder(s)"
holder(s) of the Share(s); and

"Stock Exchange"
The Stock Exchange of Hong Kong Limited.

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LETTER FROM THE BOARD

RICHE MULTI-MEDIA HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

Executive Directors:
Mr. Heung Wah Keung
Ms. Chen Ming Yin, Tiffany

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 in Hong Kong:
Unit 3408, Shun Tak Centre
West Tower
168-200 Connaught Road Central
Hong Kong

19 November 2007

To the Shareholders

Dear Sir or Madam,

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

Proposed increase in authorised share capital

Reference is made to the Company's announcement dated 5 November 2007. The Board proposes an increase in the authorised share capital of the Company from HK$200,000,000 divided into 2,000,000,000 Shares to HK$600,000,000 divided into 6,000,000,000 Shares by a creation of the 4,000,000,000 New Ordinary Shares. The New Ordinary Shares, when issued, shall rank pari passu in all respects with the existing Shares.

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LETTER FROM THE BOARD

The Company had 1,301,239,974 Shares in issue as at the Latest Practicable Date and is expected to have 1,951,859,961 Shares in issue upon completion of the Open Offer. The Board thus consider that the Capital Increase is reasonable and in the interest of the Company. As at the Latest Practicable Date, the Open Offer has not been completed and may or may not proceed.

The Capital Increase shall be conditional upon the approval of an ordinary resolution by the Shareholders at the SGM.

The SGM

A notice convening the SGM to be held at Unit 3408, Shun Tak Centre, West Tower, 168-200 Connaught Road Central, Hong Kong on Tuesday, 11 December 2007 at 4:30 p.m. for the purpose of considering and, if thought fit, passing, the resolution to approve the Capital Increase is set out on pages 6 to 7 of this circular.

A form of proxy for use by the Shareholders at the SGM is enclosed. Whether or not you are able to attend the SGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch registrars in Hong Kong, Tricor Standard Limited, 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

Procedures for demanding a poll

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

Recommendation

The Directors consider that the Capital Increase is reasonable and in the interests of the Company and the Shareholders as a whole. Therefore, the Directors recommend the Shareholders to vote in favour of the resolution to be put forward at the SGM.

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.

Yours faithfully,

For and on behalf of

Riche Multi-Media Holdings Limited

Heung Wah Keung

Chairman

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NOTICE OF THE SGM

RICHE MULTI-MEDIA HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

NOTICE IS HEREBY GIVEN that the special general meeting of Riche Multi-Media Holdings Limited (the "Company") will be held at Unit 3408, Shun Tak Centre, West Tower, 168-200 Connaught Road Central, Hong Kong on Tuesday, 11 December 2007 at 4:30 p.m. for the purpose of considering and, if thought fit, passing with or without modification the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

"THAT the authorised ordinary share capital of the Company be increased from HK$200,000,000 comprising 2,000,000,000 shares of par value of HK$0.10 each to HK$600,000,000 comprising 6,000,000,000 shares of par value of HK$0.10 each by the creation of 4,000,000,000 new shares of par value of HK$0.10 each ("Capital Increase") and that any one director of the Company be and is hereby authorised to do all such things and acts as he/she may in his discretion consider as necessary, expedient or desirable for the purpose of or in connection with the Capital Increase."

By Order of the Board

Riche Multi-Media Holdings Limited

Heung Wah Keung

Chairman

Hong Kong, 19 November 2007

Head office and principal place of business in Hong Kong:

Unit 3408

Shun Tak Centre, West Tower

168-200 Connaught Road Central

Hong Kong

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NOTICE OF THE SGM

Notes:

1. A form of proxy for use at the meeting is enclosed herewith.
2. 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 any officer, attorney or other person authorised to sign the same.
3. Any shareholder of the Company entitled to attend and vote at the meeting convened by the above notice shall be entitled to appoint one or more proxies to attend and vote instead of him. A proxy needs not be a shareholder of the Company.
4. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited at the Company's branch share registrar, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding of the above meeting or any adjournment thereof.
5. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or at any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.
6. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

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