Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2006

Nov 29, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Panorama International holdings Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer 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 losses howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

PANORAMA INTERNATIONAL HOLDINGS LIMITED

銘射國際控股有限公司

(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)

PROPOSED CHANGE OF COMPANY NAME

AND

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

A letter from the board of directors of the Company is set out on pages 2 to 5 of this circular.

A notice convening an extraordinary general meeting (the "EGM") of the Company to be held at Room 706-709, 7/F., Westin Centre, 26 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Friday, 22 December 2006 at 10:30 a.m. is set out on pages 6 to 11 of this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's Hong Kong branch share registrar, Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting (as the case may be) Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting (as the case may be) should you so wish.

This circular will remain on the GEM website at http://www.hkgem.com on the "Latest Company Announcements" page for seven days from the date of its publication.

29 November 2006

• For identification purpose only

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CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET ON THE STOCK EXCHANGE OF HONG KONG LIMITED

The Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the main board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers.

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CONTENTS

Page

Definitions ... 1

Letter from the Board ... 2

Notice of EGM ... 6

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DEFINITIONS

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

"Articles of Association"
the articles of association of the Company, and “Article” shall mean an article of the Articles of Association

"Board"
the board of Directors

"CG Code"
The Code on Corporate Governance Practices contained in Appendix 15 of the GEM Listing Rules

"Company"
Panorama International Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM

"Directors"
the directors of the Company

"EGM"
the extraordinary general meeting of the Company to be convened and held on 22 December 2006 to consider and, if thought fit, approve the change of name of the Company and the proposed amendments to the Articles of Association

"GEM"
the Growth Enterprise Market of the Stock Exchange

"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM

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

"Shareholder(s)"
holders of Share(s)

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

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"HK$"
Hong Kong dollars, the lawful currency for the time being of Hong Kong

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LETTER FROM THE BOARD

PANORAMA INTERNATIONAL HOLDINGS LIMITED

鋪射國際控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8173)

Executive Directors:
Mr. Fung Yu Hing, Allan (Chairman)
Mr. Fung Yee Sang
Mr. Chin Wai Keung Richard
Mr. Tso Kin Nam

Independent non-executive Directors:
Mr. Chow Shiu Ki
Mr. Hung Tik
Mr. Leung Wai Leung

Registered office:
P.O. Box 309
Ugland House
South Church Street
George Town
Grand Cayman
Cayman Islands
British West Indies

Head office and principal place of business in Hong Kong:
8th Floor, Mita Centre
552-566 Castle Peak Road
Kwai Chung
New Territories
Hong Kong

29 November 2006

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

INTRODUCTION

On 28 November 2006, the Board announced that it intended to put forward a proposal to the Shareholders to approve the proposed change of name of the Company. The Board also intends to put to the Shareholders to approve (i) consequential amendments to the memorandum and articles of association of the Company following change of Company's name; and (ii) the amendments to the Articles of Association.

• For identification purpose only

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LETTER FROM THE BOARD

The purpose of this circular is to provide Shareholders with details of (i) the proposed change of name of the Company and the consequential amendments to the memorandum and articles of association of the Company; and (ii) the proposed amendments to the Articles of Association, in respect of which the resolutions will be proposed at the EGM and to give you the notice of the EGM.

PROPOSED CHANGE OF COMPANY NAME

On 28 November 2006, the Board announced its proposal to change the name of the Company from “Panorama International Holdings Limited” to “Intelli-Media Group (Holdings) Limited 智庫媒體集團(控股)有限公司”. The proposed change of name of the Company is to reflect the recent change in control of the Company and provides the Company with a new corporate identity.

Condition

The proposed change of name is subject to the passing of a special resolution by the Shareholders approving the change of name of the Company and the Chinese translation thereof (which has been approved by the Registrar of Companies in the Cayman Islands) at the EGM.

Effects of change of company name

The proposed change of name of the Company will not affect any of the rights of the Shareholders or the Company’s daily business operation and its financial position.

The change of name will be effective on the date on which the special resolution is passed. Thereafter, share certificates of the Company will be issued in the new name of the Company. However, all existing share certificates in issue bearing the existing name of the Company will, after the change of name has become effective, continue to be effective as documents of title to and be valid for trading, settlement and registration purposes. There will not be any arrangement for the exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company.

In addition, to reflect the change of name, a special resolution will be proposed at the EGM for the Shareholders to consider, and if thought fit, approve, subject to the passing of the above special resolution in respect of the change of name of the Company and the coming into effect thereof, consequential amendments to the Company’s memorandum and articles of association. Relevant filing will also be made to the Companies Registry in Hong Kong for the change of name.

The proposed changes to the Company’s memorandum and articles of association shall become effective once the relevant special resolution is passed.

Further announcement will be made by the Company to inform the Shareholders of the results of the EGM, the effective dates of the change of name of the Company and the new stock short name of the Shares.

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LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The GEM Listing Rules have been amended by the Stock Exchange by inserting a new CG Code as Appendix 15 replacing Rules 5.35 to 5.45 of the GEM Listing Rules and adding a new Appendix 16 on the requirements for a Corporate Governance Report to be included in annual reports of listed issuers. Such amendments took effect on 1 January 2005. Further amendments have been made to the GEM Listing Rules with effect from 1 March 2006 requiring that, among other matters, the Articles of Association shall provide that Directors may be removed at any time by ordinary resolution of the Shareholders.

The Directors therefore propose to put forward to the Shareholders for approval of a special resolution to amend the Articles of Association at the EGM. The amendments are to bring the current Articles of Association in line with, including but not limited to, (i) paragraph A.4.2 of the CG Code which requires that every Director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years and all Directors appointed to fill a casual vacancy should be subject to election by the Shareholders at the first general meeting after their appointment; (ii) paragraph E.2.1 of the CG Code which provides, among other things, that if the aggregate proxies held by the chairman of a particular general meeting and/or the Directors account for 5% or more of the total voting rights at the meeting, and if on a show of hands in respect of any resolution, the meeting votes in the opposite manner to that instructed in those proxies, the chairman of the general meeting and/or any Director holding proxies as aforesaid shall demand a poll, unless it is apparent from the total proxies held by those persons that a vote taken on a poll will not reverse the vote taken on a show of hands; and (iii) paragraph 4(3) of Appendix 3 to the GEM Listing Rules which provides that any Directors may be removed by ordinary resolution in general meeting before the expiration of his period of office.

The proposed amendments to Articles of Association are stated in the proposed special resolution no. 3 in the notice convening the EGM as set out on pages 6 to 11 of this circular.

EGM

Set out in this circular is a notice convening the EGM which will be held at Room 706-709, 7/F., Westin Centre, 26 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Friday, 22 December 2006 at 10:30 a.m. where special resolutions will be proposed to consider and, if thought fit, approve among other matters, (i) the proposed change of name of the Company and the consequential amendments to the memorandum and articles of association of the Company; and (ii) the proposed amendments to the Articles of Association.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it as soon as possible to the Company's branch share registrar in Hong Kong, Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at the EGM (or any adjourned meeting) should you so wish.

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LETTER FROM THE BOARD

PROCEDURES FOR DEMANDING A POLL AT GENERAL MEETING

According to the Articles of Association, where a resolution is put to the vote at a general meeting, the resolution shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

(a) by the chairman of the meeting; or
(b) by at least five Shareholders present in person or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or
(c) by a Shareholder or Shareholders present in person or by proxy and holding Shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

RECOMMENDATION

The Board considers that the proposed change of name of the Company and the proposed amendments to the Articles of Association are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the special resolutions as set out in the notice of the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purposes of giving information regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this circular is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this circular misleading; and (3) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on the bases and assumptions that are fair and reasonable.

Yours faithfully

For and on behalf of the Board of

Panorama International Holdings Limited

Chin Wai Keung, Richard

Director

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NOTICE OF EGM

PANA

PANORAMA INTERNATIONAL HOLDINGS LIMITED

鋪射國際控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8173)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of the shareholders of Panorama International Holdings Limited (the “Company”) will be held at Room 706-709, 7/F., Westin Centre, 26 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Friday, 22 December 2006 at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as special resolutions of the Company:

SPECIAL RESOLUTIONS

1. “THAT the name of the Company be and is hereby changed from “Panorama International Holdings Limited” to “Intelli-Media Group (Holdings) Limited 智庫媒體集團(控股)有限公司”.”

2. “THAT, subject to the passing of the special resolution no. 1 set out in the notice convening this meeting:

(i) the memorandum of association of the Company be and is hereby amended by deleting paragraph 1 in its entirety and substituting therefore the following paragraph:

“The name of the Company is Intelli-Media Group (Holdings) Limited 智庫媒體集團(控股)有限公司.”

(ii) the articles of association (the “Article”) of the Company be and is hereby amended by deleting the existing definition of “the Company” in Article 2 and substituting therefor the following new definition of “the Company”:

“the Company

“the Company” or “this Company” shall mean Intelli-Media Group (Holdings) Limited 智庫媒體集團(控股)有限公司;”

• For identification purpose only

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NOTICE OF EGM

1. “THAT the Articles be and are hereby amended in the following manner:

(a) Article 80

by deleting the existing Article 80 in its entirety and substituting therefor the following new Article 80:

“80. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless voting by way of a poll is required by the Listing Rules or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demand. A poll may be demanded by:

(a) the Chairman of the meeting; or
(b) at least five members present in person or by proxy and entitled to vote or who represent in the aggregate not less than one-tenth of the total voting rights of all members having the right to attend and vote at the meeting; or
(c) any member or members present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right; or
(d) if required by the Listing Rules, the Chairman of the meeting and/or any Director holding the proxies shall demand a poll, if such aggregate proxies held individually or collectively by (i) the Chairman of a particular meeting, and/or (ii) the Directors, account for five (5) per cent or more of the total voting rights at such meeting, and if on a show of hands in respect of any resolution, the meeting votes in the opposition manner to that instructed in those proxies.

Unless a poll is so demanded and not withdrawn, a declaration by the Chairman that a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the Company’s book containing the minutes of proceedings of meetings of the Company shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.”

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NOTICE OF EGM

(b) Article 85

by deleting the existing Article 85 in its entirety and substituting therefor the following new Article 85:

“85. Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any special general meeting on a show of hands every member who is present in person (or, in the case of a member being a corporation by its duly authorised representative) or by proxy shall have one vote, and on a poll every member present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy shall have one vote for each share registered in his name in the register. On a poll a member entitled to more than one vote is under no obligation to cast all his votes in the same way.”

(c) Article 99

by deleting the existing Article 99 in its entirety and substituting therefor the following new Article 99:

“99. The Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an additional to the Board. Any Director so appointed shall hold office only until the next general meeting of the Company (in case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to their number) and shall then be eligible for re-election at that meeting provided that any Director who so retires shall not be taken into account in determining the number of Directors who are to retire at such meeting by rotation pursuant to Article 116.”

(d) Article 106

by deleting the existing Article 106(vii) in its entirety and substituting therefor the following new Article 106(vii):

“106. (vii) if he shall be removed from office by an ordinary resolution of the members of the Company under Article 122(a).”

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NOTICE OF EGM

(e) Article 116

by deleting the existing Article 116 in its entirety and substituting therefor the following new Article 116:

"116. At each annual general meeting, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to, but not less than one-third, shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. A retiring Director shall retain office until the close of the meeting at which he retires, and shall be eligible for re-election thereat."

(f) Article 117

by deleting the existing Article 117 in its entirety and substituting therefor the following new Article 117:

"117. The Company at any general meeting at which any Directors retire in manner aforesaid may fill the vacated office by electing a like number of persons to be Directors. Any Director so appointed shall hold office only until the next general meeting of the Company."

(g) Article 119

by deleting the existing Article 119 in its entirety and substituting therefor the following new Article 119:

"119. The Company may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall not be less than two. Subject to the provisions of these Articles and the Law, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to their number) and shall then be eligible for re-election, but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting."

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NOTICE OF EGM

(h) Article 122

by deleting the existing Article 122(a) in its entirety and substituting therefor the following new Article 122(a):

“122. (a) The Company may by ordinary resolution at any time remove any Director (including a Managing Director or other executive Director) before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director and may by ordinary resolution elect another person in his stead. Any person so elected shall hold office during such time only as the Director in whose place he is elected would have held the same if he had not been removed.”

By order of the Board
Panorama International Holdings Limited
Chin Wai Keung, Richard
Director

Hong Kong, 29 November 2006

Registered office:
P.O. Box 309
Ugland House
South Church Street
George Town
Grand Cayman
Cayman Islands
British West Indies

Head office and principal place of
business in Hong Kong:
8th Floor, Mita Centre
552-566 Castle Peak Road
Kwai Chung
New Territories
Hong Kong

Notes:

1. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxy to attend and, subject to the provisions of the Articles, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the EGM is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, at the Company’s branch share registrar and transfer office in Hong Kong, Tengis 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 the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish.

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NOTICE OF EGM

1. In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

2. The memorandum and articles of association of the Company are written in English. There is no official Chinese translation in respect thereof. Therefore, the Chinese version of proposed resolution nos. 2 and 3 above on amendments of the memorandum and articles of association of the Company is purely a translation only. Should there be any discrepancy, the English version shall prevail.

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