Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2006

Jul 4, 2006

1

PANORAMA INTERNATIONAL HOLDINGS LIMITED

齲射國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8173)

PROXY FORM FOR ANNUAL GENERAL MEETING

I/We, (1) _____ of ____
being the registered holder(s) of (2) ___ shares of HK$0.01 each
in the capital of Panorama International Holdings Limited (the “Company”), hereby appoint (3) the Chairman of the
Meeting (as defined below) or ___ of ___
or failing him ___ of ______

to act as my/our proxy to attend and in the event of a poll vote for me/us and on my/our behalf at the annual general
meeting of the Company to be held at 8th Floor, Mita Centre, 552-566 Castle Peak Road, Kwai Chung, New
Territories, Hong Kong, on Friday, 28 July, 2006 at 4:00 p.m., or at any adjournment thereof (the “Meeting”) on the
undermentioned resolutions as indicated or, if no such indication is given, as my/our proxy or proxies think(s) fit.

		FOR^{(4)}	AGAINST^{(4)}
1.	To receive, consider and adopt the audited financial statements and the reports of the Directors and auditors for the year ended 31 March, 2006
2.	(i) (a) To re-elect Dr. Lo Wing Yan, William, JP as Director
	(b) To re-elect Ms. Fung Suen Lai, Jacqueline as Director
	(c) To re-elect Mr. Chau, Stephen as Director
	(d) To re-elect Mr. Chan Koon Chung, Johnny as Director
	(ii) To authorise the board of Directors to fix the remuneration of the Directors
3.	To re-appoint auditors of the Company and authorise the board of Directors to fix their remuneration
4A.	Ordinary Resolution on item 4A of the notice of annual general meeting (to grant a general mandate to the Directors to issue new shares)
4B.	Ordinary Resolution on item 4B of the notice of annual general meeting (to grant a general mandate to the Directors to repurchase shares)
4C.	Ordinary Resolution on item 4C of the notice of annual general meeting (to extend a general mandate to issue new shares by adding the number of shares repurchased by the Company)

Dated this __ day of __ 2006

Signature(5): _________

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s). If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
3. If any proxy other than the Chairman is preferred, delete the words “the Chairman of the Meeting (as defined below) or” and insert the name and address of the proxy desired in the space provided. Any alteration made to this form of proxy must be initialled by the person(s) who sign(s) it.
4. Please indicate with an "X" in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf on a poll. If this form is returned duly signed, but without any indication, the proxy will vote for or against the resolution or will abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.
5. This form of proxy must be signed by you or your attorney duly authorised in writing or, if the appointor is a corporation, must be either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
6. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.
7. To be valid, this form of Proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be delivered to the Company's share registrar 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 Meeting or any adjourned meeting, and in default thereof this form of Proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date at its execution.
8. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you.

9. Completion and deposit of the proxy form will not preclude you from attending and voting at the Meeting if you wish.

10. for identification purpose only