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

Jun 21, 2007

50259_rns_2007-06-21_6a42637b-4e7d-4726-b8a8-40815b119265.pdf

Proxy Solicitation & Information Statement

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RICHE MULTI-MEDIA HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 764)

NOTICE OF SPECIAL GENERAL MEETING

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, 10 July 2007, at 4:00 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

(i) the agreement dated 11 May 2007 entered into between Legend Rich Limited, the Company and Steve Leung Hotel Design and Management Limited (the "JV Agreement") (a copy of which has been produced to the meeting marked "A" and signed by the Chairman of the meeting for the purpose of identification), in relation to the formation of Best Season Holdings Corp. (the "JV Co."); and

(ii) the agreement dated 11 May 2007 entered into between Rich Joy Investments Limited ("Rich Joy") and JV Co. (the "Facility Agreement") (a copy of which has been produced to the meeting marked "B" and signed by the Chairman of the meeting for the purpose of identification), in relation to the revolving facility of up to HK$200,000,000 to be granted by Rich Joy to JV Co.

be and are hereby approved, ratified and confirmed in all respects and that all transactions contemplated under the JV Agreement and the Facility Agreement be and are hereby approved and that any one director of the Company be and is hereby authorised to do or execute all such acts or such other documents which the director may deem to be necessary, desirable or expedient to carry into effect or to give effect to all the transactions contemplated under the JV Agreement and the Facility Agreement."

By Order of the Board
Chan Kin Wah Billy
Company Secretary

Hong Kong, 22 June 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

Notes:

  1. 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.

  2. 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.

  3. 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 in Hong Kong, Standard Registrars Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the above meeting or any adjournment thereof.

  4. 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.

  5. 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.

As at the date of this announcement, the executive directors of the Company are Mr. Heung Wah Keung and Ms. Chen Ming Yin, Tiffany and the independent non-executive directors of the Company are Mr. Tang Chak Lam, Gilbert, Mr. Ho Wai Chi, Paul and Mr. Lien Wai Hung.

Please also refer to the published version of this announcement in The Standard.

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