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)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting of Intelli-Media Group (Holdings) Limited to be convened 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.

I/We (note a)

of

being the holder(s) of (note b) shares of

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

Meeting or of

to act as my/our proxy (note c) at the extraordinary general meeting of the Company (the “Meeting”) to 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. and at any adjournment thereof and to vote on my/our behalf as directed below.

ORDINARY RESOLUTION	FOR (note d)	AGAINST (note d)
To approve the issue of Convertible Notes and the allotment and issue of Conversion Shares upon exercise of conversion rights attaching to the Convertible Notes and the increase of the Company’s authorised share capital

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 Meeting or” and insert the name and address of the person appointed proxy in the space provided.

d. If you wish to vote for any of the resolutions set out above, please tick (“✓”) the boxes marked “For”. If you wish to vote against any resolutions, please tick (“✓”) the boxes marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. 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 initialled by the person who signs the form.