Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2008

Jan 29, 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)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Intelli-Media Group (Holdings) Limited (the "Company") will be held at Room 706-708, 7/F, Westin Centre, 26 Hung To Road, Kwun Tong, Kowloon, Hong Kong on 18 February 2008 at 4:00 p.m. for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTIONS

1. "THAT

(i) the issue pursuant to the subscription agreements dated 15 January 2008 (the "Subscription Agreements") between the Company and eight independent third party individuals, institutional or other professional investors (the "Subscribers") of convertible notes with an aggregate principal amount of HK$50,000,000 (the "Convertible Notes") entitling the holders thereof to convert the principal amount thereof into ordinary shares of the Company ("Conversion Shares") at an initial conversion price of HK$0.05 per Conversion Share (subject to adjustment) and the issue and allotment of the Conversion Shares upon an exercise of the conversion rights attaching to the Convertible Notes be and are hereby approved and the directors of the Company be and are hereby authorised to exercise all their powers and to do such things (including but not limited to agreeing such other documents or agreements or deeds) as they may consider necessary or desirable to give effect to the transactions contemplated under the Subscription Agreements and the Convertible Notes; and

(ii) the authorised share capital of the Company be increased from HK$15,000,000 divided into 1,500,000,000 shares (each a "Share") of HK$0.01 each to HK$200,000,000 divided into 20,000,000,000 Shares by the creation of 18,500,000,000 unissued Shares; and the Directors be and are hereby authorised to do all such acts and things and execute all such documents which they consider necessary or expedient to give effect to the increase in the authorised share capital of the Company."

By order of the Board

Intelli-Media Group (Holdings) Limited

Chin Wai Keung, Richard

Chairman

30 January 2008

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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:
Unit 706-708, 7/F.
Westin Centre
26 Hung To Road
Kwun Tong
Kowloon
Hong Kong

Notes:

1. Subject to the provisions of the articles of association of the Company, any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to represent and vote on his behalf at the EGM. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. On a poll, votes may be given either personally or by proxy.

2. A form of proxy for use at the EGM may be downloaded on the website of GEM at www.hkgem.com. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and returned, together with the power of attorney or other authority (if any) under which it is signed (or a copy which has been certified by a notary) to the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting.

3. 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 holders 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.

4. Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the EGM and in such event, the form of proxy shall be deemed to be revoked.

As at the date of this notice, the Board comprises five executive Directors, Mr. Chin Wai Keung, Richard, Mr. So Wing Lok, Jonathan, Ms. Wong Hoi Yan, Audrey, Mr. Lo Wing Keung, Mr. Chow Alvin Chiyiu; and two independent non-executive Directors, Mr. Chow Shiu Ki and Mr. Shum Man Ching.

This notice will remain on the GEM website at http://www.hkgem.com on the "Latest Company Announcements" page for at least 7 days from the date of its publication.