Hephaestus Holdings Limited — M&A Activity 2006

Sep 11, 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

(I) COMPLETION OF THE S&P AGREEMENTS; AND (II) APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

in relation to

Mandatory unconditional general offers by

KINGSTON SECURITIES LIMITED

on behalf of Nice Hill Investments Limited

for all the issued shares of HK$0.01 each in Panorama International Holdings Limited

(other than those Shares already owned or agreed to be acquired

by Nice Hill Investments Limited and parties acting in concert with it)

and 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

(I) COMPLETION OF THE S&P AGREEMENTS

The Offeror would like to announce that and the Company was informed that the S&P Agreements dated 30 August 2006 entered into between the Vendors and the Offeror have been completed on 8 September 2006. Accordingly, the Offeror and parties acting in concert with it owned in aggregate 283,335,000 Shares, representing approximately $70.43\%$ of the entire issued share capital of the Company. Pursuant to Rule 26.1 and Rule 13 of the Takeovers Code, the Offeror is required to make mandatory unconditional cash offers for i) all the issued Shares; and ii) cancellation of all the outstanding Options, not already owned or agreed to be acquired by it and parties acting in concert with it.

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(II) APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

The Board announces the appointment of Nuada as the independent financial adviser to the independent board committee of the Company in respect of the Offers. The appointment of Nuada as the independent financial adviser has been approved by the independent board committee of the Company.

Reference is made to the announcement (the “Joint Announcement”) jointly issued by the Offeror and the Company dated 5 September 2006 in relation to, among other things, the Offers. Unless otherwise defined, terms used herein shall have the same meanings as those used in the Joint Announcement.

(I) COMPLETION OF THE S&P AGREEMENTS

The Offeror would like to announce that and the Company was informed that the S&P Agreements dated 30 August 2006 entered into between the Vendors and the Offeror have been completed on 8 September 2006. Accordingly, the Offeror and parties acting in concert with it owned in aggregate 283,335,000 Shares, representing approximately 70.43% of the entire issued share capital of the Company. Pursuant to Rule 26.1 and Rule 13 of the Takeovers Code, the Offeror is required to make mandatory unconditional cash offers for i) all the issued Shares; and ii) cancellation of all the outstanding Options, not already owned or agreed to be acquired by it and parties acting in concert with it.

Details of the principal terms of the S&P Agreements and the Offers were set out in the Joint Announcement.

(II) APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

The Board announces the appointment of Nuada Limited (“Nuada”) as the independent financial adviser to the independent board committee of the Company in respect of the mandatory unconditional general offers by Kingston Securities on behalf of the Offeror i) for all the issued Shares (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it); and ii) for cancellation of all the outstanding Options. The appointment of Nuada as the independent financial adviser has been approved by the independent board committee of the Company.

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, 8 September 2006

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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.

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.

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