Samsonite Group S.A. — Share Issue/Capital Change 2005

May 13, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, 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 securities in Riche Multi-Media Holdings Limited (the "Company"), 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 the transferee.

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

EXPIRY OF SUBSCRIPTION RIGHTS

ATTACHING TO THE 2005 WARRANTS

(STOCK CODE: 1115)

13 May 2005

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DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

"Company"
Riche Multi-Media Holdings Limited, an exempted company incorporated in Bermuda with limited liability and the Shares and the 2005 Warrants of which are listed on the main board of the Stock Exchange

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

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

"Options"
the share options to subscribe for Shares granted under the share option scheme adopted by the Company on 21 January 2002

"Registrar"
Standard Registrars Limited of Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, being the Hong Kong branch warrant registrar of the Company

"Share(s)"
ordinary share(s) of HK$0.01 each in the share capital of the Company

"Shareholder(s)"
holder(s) of the Shares of the Company from time to time

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Subscription"
the subscription rights attaching to the 2005 Warrants

"2005 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$" and "cents"
Hong Kong dollars and cents respectively, the lawful currency of Hong Kong

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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 (Chairman)
Ms. Chen Ming Yin, Tiffany
Mr. Lei Hong Wai

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

Independent Non-executive Directors:
Mr. Ho Wai Chi, Paul
Mr. Tang Chak Lam, Gilbert
Mr. Lien Wai Hung

Head Office and
Principal Place of Business:
Unit 609, 6/F
Miramar Tower
132 Nathan Road
Tsimshatsui
Kowloon
Hong Kong

13 May 2005

To the holders of the 2005 Warrants and,
for information only, the holders of Shares and Options of the Company

Dear Sir or Madam,

EXPIRY OF SUBSCRIPTION RIGHTS ATTACHING TO THE 2005 WARRANTS (STOCK CODE: 1115)

INTRODUCTION

Further to the announcement of 11 May 2005, the board of directors of the Company would like to remind holders of the 2005 Warrants that Subscription will expire after 4:00 p.m. on Thursday, 16 June 2005. Any Subscription which have not been exercised will lapse after the close of business at 4:00 p.m. on Thursday, 16 June 2005 and the 2005 Warrant certificates will cease to be valid for any purpose.

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LETTER FROM THE BOARD

ARRANGEMENTS ON DEALINGS, TRANSFERS AND EXERCISE OF THE 2005 WARRANTS

The Company has made the following arrangements regarding dealings, transfers and exercise of the 2005 Warrants:

1. Trading in the 2005 Warrants on the Stock Exchange will cease after 4:00 p.m. on Monday, 13 June 2005 and the listing of the 2005 Warrants will be withdrawn from the Stock Exchange at the close of business on Thursday, 16 June 2005 in accordance with the terms and conditions of the 2005 Warrants.

2. Registered holders of the 2005 Warrants who wish to exercise the Subscription must lodge with the Registrar the following documents on or before 4:00 p.m. on Thursday, 16 June 2005:

(i) the 2005 Warrant certificates;
(ii) the duly completed and signed subscription forms; and
(iii) the relevant subscription moneys.

1. Holders of the 2005 Warrants who have not registered the 2005 Warrants in their names and wish to effect the Subscription must lodge with the Registrar the following documents on or before 4:00 p.m. on Thursday, 16 June 2005:

(i) the 2005 Warrant certificates;
(ii) the duly executed and stamped instruments of transfer and/or other documents of title;
(iii) the duly completed and signed subscription forms; and
(iv) the relevant subscription moneys.

1. New Shares to be issued pursuant to the Subscription will be allotted not later than 15 working days after the relevant date of subscription. Any Shares so subscribed will rank pari passu in all respects with the then existing issued Shares at the date of subscription.

2. Subscription forms received by the Registrar after 4:00 p.m. on Thursday, 16 June 2005 will not be regarded as valid and will not be accepted.

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LETTER FROM THE BOARD

1. Application has been made to the Stock Exchange for the withdrawal of the listing of the 2005 Warrants with effect from the close of business at 4:00 p.m. on Thursday, 16 June 2005.

ADDITIONAL INFORMATION

The closing prices of the Shares and the 2005 Warrants as quoted on the Stock Exchange on Latest Practicable Date were HK$0.395 and HK$0.241 respectively.

By Order of the Board
Mr. Heung Wah Keung
Chairman

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