09:09 PANORAMA INT'L<08173> - Announcement The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. PANORAMA INTERNATIONAL HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8173) CONTINUING CONNECTED TRANSACTION AND CHANGE OF HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS The directors of Panorama International Holdings Limited announced that Panorama Distributions Company Limited, a wholly owned subsidiary of the Company, as tenant entered into four tenancy agreements with Players Pictures Company Limited, Metropolis Communications Limited, Brilliant Business Limited and Sunny Fancy Limited, as landlords in respect of the leasing of the principal place of business of the Company for one year commencing from 1 April, 2005 to 31 March, 2006 with total aggregate annual value HK$1,176,000. The amounts payable in the financial year ending 31 March, 2006 is HK$1,176,000. The entering into by Panorama Distributions Company Limited of the Tenancy Agreements constitutes continuing connected transaction for the Company under Chapter 20 of the GEM Listing Rules. As the aggregate amount of the annual rentals under the Tenancy Agreements is HK$1,176,000 and is less than 25 per cent of the applicable percentage ratios of the Company as specified in rule 19.07 of the GEM Listing Rules and less than HK$10,000,000, under rule 20.34 of the GEM Listing Rules, the transaction is therefore subject to the reporting and announcement requirement set out in rules 20.45 to 20.47 of the GEM Listing Rules and is exempted from the independent shareholders' approval requirements. The Company is required to publish this announcement and include the details of the Tenancy Agreements in the next published annual report and accounts of the Company. The Tenancy Agreements would be subject to annual review requirements set out in rules 20.37 to 20.40 of the GEM Listing Rules. By Order of the Board Panorama International Holdings Limited Fung Yu Hing, Allan Chairman 14 April, 2005, Hong Kong This announcement, for which the directors of the Company (the "Directors") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable. The above announcement is a summary only. For the full version of this announcement, please refer to the "Latest Company Announcements" page on the GEM website of http://www.hkgem.com.