Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2009

Aug 12, 2009

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 4 September 2009

(or at any adjournment thereof)

I/We (note 1) _____ of _______

being the registered holder(s) of _____ (note 2) shares of HK$0.01 each in the capital of Intelli-Media Group (Holdings) Limited (the “Company”), hereby appoint the Chairman of the Extraordinary General Meeting (as defined below) or ____ of ______ to act as my/our proxy (note 3) to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at Suites 1412-13, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong on 4 September 2009 at 11 a.m. or at any adjournment thereof (the “Meeting”), for the purpose of considering, if thought fit, passing with or without modifications, the proposed resolutions as set out in the notice convening the Meeting as hereunder indicated, and, if no such indication is given, and on any other resolution(s) properly put to the Meeting, as my/our proxy thinks fit.

ORDINARY RESOLUTION	FOR (note 4)	AGAINST (note 4)
To consider and approve the sale and purchase agreement dated 21 July 2009 entered into between the Company and Well Charm International Development Limited in relation to the disposal of the entire issued share capital of Panorama Entertainment Group Limited (“Panorama” together with its subsidiaries known as the “Panorama Group”) by the Company (together with its subsidiaries known as the “Group”) and all debts, liabilities and obligations of the Panorama Group owing from the Panorama Group to the members of the Group as at the date of completion of such agreement and all transactions contemplated thereunder.
SPECIAL RESOLUTION
To consider and approve the change of name of the Company from “Intelli-Media Group (Holdings) Limited” to “Pan Asia Mining Limited” and to adopt “置亞礦業有限公司” as the new Chinese name of the Company, for identification purposes only.

Dated the _____ day of _______ 2009

Signature _________ (note 5)

Notes:

(1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

(2) Please insert the number of shares of the Company 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 capital of the Company registered in your name(s).

(3) If any proxy other than the chairman of this meeting is preferred, please strike out “Chairman of the Extraordinary General Meeting (as defined below) or” and insert the name and address of the proxy desired in the space provided. Any alternation made to this form of proxy must be initialed by the person who signs 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, Tricor 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 of 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.