Persistence Gold Group Ltd — AGM Information 2003

Jul 3, 2003

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.

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SHANGHAI MERCHANTS HOLDINGS LIMITED 上海商貿控股有限公司[*]

(Receivers and Managers appointed)

(Incorporated in Bermuda with limited liability)

ANNOUNCEMENT

The AGM originally convened to be held on 18th June, 2003 has not been held due to lack of quorum. Further announcement will be made as to when another AGM will be convened in due course.

An injunction order has been obtained over two sums totaling US$4.5 million (or approximately HK$35.1 million) which were remitted, with no apparent justification, out of the Group to Great Center Limited’s Hong Kong bank account. The Group has commenced legal proceeding on 2nd July, 2003 to recover the Asset.

On 1st July, 2003, we received a letter dated 30th June, 2003 from Mr. Shan Zhenglin who resigned as the executive director of the Company due to health and personal reasons.

Trading in the shares of the Company has been suspended with effect from 9:30 a.m. on 2nd June, 2003 and will remain suspended until further notice.

THE ANNUAL GENERAL MEETING

Reference is made to the announcement of Shanghai Merchants Holdings Limited (the “Company”, together with its subsidiaries, the “Group”) dated 16th June, 2003 whereby the Company informed that its Annual General Meeting (the “AGM”) convened to be held on 18th June, 2003 would be postponed to a later date until further notice. However, the Company was advised by its legal adviser that, for legal reasons under Bermudan Law, the AGM should be held as scheduled on 18th June, 2003 for the purpose of seeking shareholders’ approval to adjourn the AGM. We would like to state that on 18th June, 2003 no quorum was present at the AGM which was then adjourned to 25th June, 2003 in accordance with the bye-laws of the Company. The adjourned AGM was dissolved due also to a lack of quorum. Further announcement will be made as to when another AGM will be convened in due course.

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INJUNCTION ORDER

We would like to also state that two sums totaling US$4.5 million (or approximately HK$35.1 million) (the “Asset”) were remitted on or about 21st May, 2003, with no apparent justification, out of the bank accounts of Merchants (Hong Kong) Limited (“Merchants HK”), which is a wholly owned subsidiary of the Company, to a bank account maintained in name of Great Center Limited (“Great Center”) with a bank in Hong Kong. The Receivers will look into whether Great Center is related to any connected person of the Company (as defined under the Listing Rules). Having obtained legal advice, we believe the Company and Merchants HK have good causes of action in law and have commenced legal proceeding on 2nd July, 2003 against Great Center for the repayment of the Asset and interest thereon, damages and cost of the legal proceeding. In the meantime, in order to avoid dissipation of the Asset, we have applied and successfully obtained on 30th June, 2003 from the Hong Kong Court an injunction order (the “Injunction Order”) over the Asset. The relevant bank, the lawyers of Great Center and other relevant persons have been notified of the Injunction Order.

Pursuant to the Injunction Order, Great Center is restricted from, inter alia, disposing of or otherwise dealing with or diminishing the value of the Asset. In the first instance, the Injunction Order will remain valid up to and including 11th July, 2003, on which date the matter will be heard again by the Hong Kong Court. Further announcement(s) will be made as and when appropriate.

Note : For illustration only, the value of the Asset is converted at the exchange rate of US$1.00 = HK$7.80.

DIRECTOR’S RESIGNATION

We further announce that we have on 1st July, 2003 received a letter dated 30th June, 2003 from Mr. Shan Zhenglin who resigned as the executive director of the Company due to health and personal reasons. Mr. Shan is based in Shanghai.

Trading in the shares of the Company has been suspended with effect from 9:30 a.m. on 2nd June, 2003 and will remain suspended until further notice.

For and on behalf of

Shanghai Merchants Holdings Limited (Receivers and Managers Appointed) Alan Chung Wah Tang and Alison Wong Lee Fung Ying Joint and Several Receivers & Managers

Hong Kong SAR, 2nd July, 2003

* for identification purpose

Please also refer to the published version of this announcement in The Standard.

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