Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2008

Nov 20, 2008

智庫媒體集團（控股）有限公司

Intelli - Media Group (Holdings) Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8173)

PROXY FORM

FOR THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON 8 DECEMBER, 2008

(or any adjournment thereof)

I/We (note a)

of

being the holder(s) of

(hoteb) shares of

HK$0.01 each of Intelli-Media Group (Holdings) Limited (the "Company"), hereby appoint the Chairman of the

Extraordinary General Meeting (the "Meeting") or

of

to act as my/our proxy (note c) to attend and vote for me/us and on my/our behalf at the Meeting to be held at Board Room I, 7/F, The Park Lane Hong Kong, 310 Gloucester Road, Hong Kong, on 8 December, 2008 at 3:00 p.m. or any adjournment thereof, for the purpose of considering, if thought fit, passing with or without modifications, the proposed resolution as set out in the notice convening the Meeting as hereunder indicated, and, if no such indication is given, and on any other resolution properly put to the Meeting, as my/our proxy thinks fit.

ORDINARY RESOLUTION	FOR (note d)	AGAINST (note d)
To approve the Acquisition Agreement, the grant of Specific Mandate and the issue of the Convertible Bonds

Dated the __ day of __ 2008

Shareholder's signature __ (note e, f, g and h)

Notes:

a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.
b. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words "the Chairman of the Extraordinary General Meeting (the "Meeting") or" and insert the name and address of the person appointed proxy in the space provided.
d. If you wish to vote for a resolution, please tick (✓) the box marked "For". If you wish to vote against a resolution, please tick (✓) the box marked "Against". If no direction is given, the proxy will vote or abstain as he thinks fit. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.
e. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.
f. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.
g. 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 deposited at the offices of the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited of 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not later than 48 hours before the time of the meeting or any adjourned meeting.
h. Any alteration made to this form should be initialed by the person who signs the form.