Persistence Gold Group Ltd — AGM Information 2006

Apr 28, 2006

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SHANGHAI MERCHANTS HOLDINGS LIMITED

*****

(incorporated in Bermuda with limited liability)

(Stock Code: 1104)

FORM OF PROXY FOR ANNUAL GENERAL MEETING (OR ANY ADJOURNMENT THEREOF)

I/We [1]

of

being the registered holder(s) of [2]

shares of HK$0.10 each in the capital of abovenamed company (the “Company”). HEREBY APPOINT [3] the Chairman of the meeting

or failing him

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the said meeting of the Company to be held at 20th Floor, Central Tower, 28 Queen’s Road, Central, Hong Kong, on Tuesday, 23 May 2006 at 5:00 p.m. (or at any adjournment thereof) in respect of the resolutions set out in the notice convening the said meeting (the “Notice”) as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

						FOR4		AGAINST4
1.	To receive and adopt the audited consolidated financial statements and the
	reports of directors and		auditors of the Company for the year ended 31
	December 2005.
2.	(i)To re-elect	Mr. Tsui Robert Che Kwong as a director.
	(ii)To re-elect	Mr. Wu Guo Jian as a director.
	(iii)To authorise the board of directors to fix the remuneration of
	the directors.
3.	To re-appoint Graham H.		Y. Chan & Co as auditors and to authorise the board
	of directors to fix	their remuneration.
4.	To grant a general	mandate to the directors to repurchase the Company’s own
	shares.
5.	To grant a general mandate to the directors to allot shares in the Company.
6.	To include nominal amount of the shares repurchased by the Company under
	resolution no. 4 to the mandate granted to the directors to allot shares under
	resolution no. 5.
7.	To amend the bye-laws of the Company (Special Resolution 7 of the Notice)

Dated this

day of 2006.

Signature(s) [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). 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 the Meeting is preferred, delete the words “the Chairman of the annual general meeting of the Company, or” 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 WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote 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, in the case of a corporation, must either be executed under its common seal or under the hand of an officer or other person duly authorised.

6. To be valid, this form of proxy, together with the 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 Hong Kong Branch Share Registrars of the Company, Secretaries Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof (as the case may be).

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 were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, personally or by proxy, that one of the said persons 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. Any member entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and deposit of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be deemed to have been revoked.

* For identification purpose only