Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2015

Jun 30, 2015

PAN ASIA MINING LIMITED 寰亞礦業有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8173)

Extraordinary General Meeting to be held on Friday, 24 July 2015 (the "Meeting")

Form of proxy for use at the Meeting (or any adjournment thereof)

I/We (Note 1) ________ of ________ being the registered holder(s) of ________ shares (Note 2) of HK$0.50 each in the share capital of Pan Asia Mining Limited 寰亞礦業有限公司 (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3) or ________ of ___________ as my/our proxy to attend for me/us the Meeting to be held at Units 3404-6, 34/F., AIA Tower, 183 Electric Road, North Point, Hong Kong on Friday, 24 July 2015 at 11:30 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolution as set out in the notice convening the Meeting dated 30 June 2015 (the "Notice") and at the Meeting, or at any adjournment thereof, to vote on behalf of me/us and in my/our name(s) in respect of the said resolution as herein indicated, and, if no such indication is given, as my/our proxy thinks fit and in respect of any other resolution that may properly come before the Meeting and/or at any adjournment thereof.

SPECIAL RESOLUTION	FOR (Note 4)	AGAINST (Note 4)
To approve the Capital Reduction and the Share Sub-division (as such terms are defined in the Notice) and authorise the directors of the Company to do all acts and things as may be necessary, desirable or expedient to implement or to give effect to the foregoing as set out in the Notice.

Dated this day __ of __ 2015

Signature (Note 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) in which the proxy relates. 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 of the Meeting is preferred, strike out "THE CHAIRMAN OF THE MEETING" here inserted 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. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED "AGAINST". Failure to complete in either box will entitle your proxy to cast your votes 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 instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer, attorney or other person duly authorised.
6. Any member of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holders of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion if he is the holder of two or more shares of the Company.
7. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, 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 shall be present at the Meeting personally or by proxy, that one of the holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
8. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed (or a notarially certified copy of that power or authority) must be completed and returned to the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof at which the person named in such instrument proposes to vote, and otherwise the instrument of proxy shall not be treated as valid.
9. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and, in such event, the instrument appointing a proxy shall be deemed to be revoked.