Hephaestus Holdings Limited — M&A Activity 2006

Sep 25, 2006

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.

Nice Hill Investments Limited

(incorporated in the British Virgin Islands with limited liability)

PANORAMA INTERNATIONAL HOLDINGS LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8173)

JOINT ANNOUNCEMENT

Despatch of Composite Offer Document relating to Mandatory unconditional general offers by

KINGSTON SECURITIES LIMITED

on behalf of Nice Hill Investments Limited

(i) for all the issued shares of HK$0.01 each in Panorama International Holdings Limited (other than those Shares already owned by Nice Hill Investments Limited and parties acting in concert with it); and

(ii) for cancellation of all outstanding Options

Joint financial advisers to Nice Hill Investments Limited

KINGSTON CORPORATE FINANCE LIMITED

VEDA | CAPITAL

智略资本

Financial adviser to Panorama International Holdings Limited

VINC®

Grand Vinco Capital Limited

Independent financial adviser to the Independent Board Committee of Panorama International Holdings Limited

Nuada Limited

DESPATCH OF COMPOSITE OFFER DOCUMENT

The Composite Offer Document containing, amongst other things, the information relating to the Offeror, the Group, the Offers, the letter from the Independent Board Committee containing its recommendation and advice to the Independent Shareholders and the Optionholders in respect of the Offers, and the letter from Nuada containing its advice to the Independent Board Committee in respect of the Offers, together with the Forms of Acceptance, will be despatched to the Shareholders and the Optionholders on 26 September 2006 in accordance with the Takeovers Code.

• 1 -

---

The Offers will commence on 26 September 2006 and the latest time for acceptance of the Offers will be 4:00 p.m. on 17 October 2006.

Independent Shareholders are encouraged to read the Composite Offer Document carefully, including the advice of Nuada, the independent financial adviser to the Independent Board Committee, and the recommendation and advice of the Independent Board Committee to the Independent Shareholders and the Optionholders in respect of the Offers, before deciding whether or not to accept the Offers.

An expected timetable has been set out in this announcement.

Reference is made to the joint announcements dated 5 September 2006 (the "Announcement") and 8 September 2006 made by Panorama International Holdings Limited (the "Company") and Nice Hill Investments Limited (the "Offeror") in respect of the Offers. Terms used in this announcement shall have the same meanings as those defined in the Announcement unless defined otherwise herein.

DESPATCH OF COMPOSITE OFFER DOCUMENT

The composite and response offer document (the "Composite Offer Document") containing, amongst other things, the information relating to the Offeror, the Group and the Offers, the letter from the Independent Board Committee containing its recommendation and advice to the Independent Shareholders and the Optionholders in respect of the Offers, and the letter from Nuada containing its advice to the Independent Board Committee in respect of the Offers, together with the Forms of Acceptance in respect of the Offers, will be despatched to the Shareholders and the Optionholders on 26 September 2006 in accordance with the Takeovers Code.

Independent Shareholders are encouraged to read the Composite Offer Document carefully, including the advice of Nuada, the independent financial adviser to the Independent Board Committee, and the recommendation and advice of the Independent Board Committee to the Independent Shareholders and the Optionholders in respect of the Offers, before deciding whether or not to accept the Offers.

EXPECTED TIMETABLE

The Offeror and the Company would like to remind the Shareholders and the Optionholders of the following timetable in relation to the Offers:

2006

Opening date of the Offers ... Tuesday, 26 September

Latest time and date for acceptance of the Offers ... 4:00 p.m. on Tuesday, 17 October

Closing date of the Offers ... Tuesday, 17 October

---

Posting of announcement on GEM's website
regarding results of the Offers... By 7:00 p.m. Tuesday, 17 October

Latest date for posting of remittances for
the amount due in respect of valid acceptances
tendered under the Offers on or before
the latest time for acceptance ... Friday, 27 October

Notes:

1. The Offers will remain open or acceptance until 4:00 p.m. on Tuesday, 17 October 2006 unless the Offeror revises or extends the Offers in accordance with the Takeovers Code.
2. The consideration payable for the Offer Shares tendered under the Offers will be paid as soon as possible but in any event within 10 days after the receipt by the Registrar (in the case of Share Offer) and the Company (in the case of the Option Offer A and Option Offer B) of all the valid requisite documents from the accepting Shareholders and the Optionholders respectively.
3. Acceptance of the Offers shall be irrevocable and incapable of being withdrawn, except as permitted under the Takeovers Code.

All time references contained herein and in the Composite Offer Document refer to Hong Kong time.

By Order of the board of
Nice Hill Investments Limited
Chin Wai Keung Richard
Sole Director

By Order of the Board of
Panorama International Holdings Limited
Fung Yu Hing, Allan
Chairman

Hong Kong, 25 September 2006

As at the date of this announcement, the Board comprises four executive Directors, Mr. Fung Yu Hing, Allan, Ms Leung Siu Kuen, Janet, Mr. Fung Yee Sang and Mr. Au Lik Man, Simon; two non-executive Directors, Dr. Lo Wing Yan, William, JP and Ms. Fung Suen Lai, Jacqueline; and three independent non-executive Directors, Mr. Chan Koon Chung, Johnny, Mr. Chau, Stephen and Mr. Hui Kwok Wah.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Group) and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any of the statements in this announcement misleading.

• 3 -

---

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Offeror and parties acting in concert with it) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any of the statements in this announcement misleading.

This announcement will remain on the page of "Latest Company Announcements" on the GEM website for at least 7 days from the date of its posting.

• 4 -