09:46 RICHE M-MEDIA<00764>-Announcement&Resumption of Trading (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Riche Multi-Media Holdings Limited. RICHE MULTI-MEDIA HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 764) Major Transaction Involving Issue Of Convertible Note And Grant Of Bk Share Option And Resumption Of Trading The Directors are pleased to announce that on 9th April 2005, the S&P Agreement was entered into between Dragon Leader, as purchaser, Leadfirst, as seller, and Mr. Ki, as guarantor, pursuant to which Dragon Leader would acquire 100% of the issued share capital of Best Winning from Leadfirst at a consideration of HK$600,000,000. The Consideration shall be satisfied by the issue of the Convertible Note in the principal amount of HK$500,000,000 by the Company and the payment of cash of HK$100,000,000. The cash portion of the Consideration will be satisfied by internal resources of the Group. Best Winning is a company incorporated in the British Virgin Islands and is beneficially owned by Leadfirst. Leadfirst has been appointed by the sole operator of the Casino as the sole and exclusive service provider for the promotion and introduction of customers to the Vessel and the provision of rolling and settlement service for customers of the Casino under a binding memorandum of understanding. Such functions have been subcontracted to Best Winning under the Sub-Marketing Agreement entered into between Best Winning and Leadfirst whereby Best Winning is being appointed as the sole and exclusive service provider for the provision of these services in accordance with its terms. Best Winning will be entitled to (i) the Management Fee; and (ii) 40% of the monthly profit of the Casino (net win of the Casino after deducting the Management Fee, the rental of the Casino and other expenses of the Casino). As the Consideration represents more than 25% but less than 100% under the applicable percentage ratios under Chapter 14 of the Listing Rules, the transactions contemplated under the S&P Agreement constitute a major transaction for the Company under the Listing Rules and will be subject to the approval of the Shareholders at the SGM. A circular containing, among others, further details of the Acquisition, the issue of the Convertible Note, the grant of the BK Share Option and a notice of the SGM will be despatched by the Company to the Shareholders as soon as practicable in accordance with the Listing Rules. At the request of the Company, trading in the Shares on the Stock Exchange has been suspended from 9:30 a.m. on 24th March 2005 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 18th April 2005. The S&P Agreement Date: 9th April 2005 Parties: (i) Purchaser: Dragon Leader; (ii) Vendor: Leadfirst; and (iii) Guarantor: Mr. Ki. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiry, Leadfirst and its ultimate beneficial owner, Mr. Ki, are not connected persons of the Company and are independent third parties not connected with the directors, chief executive and substantial shareholders of the Company, any of its subsidiaries and their respective associates. The Acquisition Pursuant to the S&P Agreement, Dragon Leader has agreed to acquire and Leadfirst has agreed to dispose of the entire issued share capital of Best Winning. Best Winning is a company incorporated in the British Virgin Islands on 2nd March 2005 and is beneficially owned by Leadfirst.