Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2006

Nov 29, 2006

P1H

PANORAMA INTERNATIONAL HOLDINGS LIMITED

鐳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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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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(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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(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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(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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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.

As at the date of this announcement, the Board comprises four executive Directors, Mr. Fung Yu Hing, Allan, Mr. Fung Yee Sang, Mr. Chin Wai Keung Richard and Mr. Tso Kin Nam; and three independent non-executive Directors, Mr. Chow Shiu Ki, Mr. Hung Tik and Mr. Lam Wai Leung.

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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