Persistence Gold Group Ltd - AGM Information 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in APAC Resources Limited, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

APAC RESOURCES LIMITED 亞太資源有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104) (Warrant Code: 324)

PROPOSALS FOR RE-ELECTION OF DIRECTORS

AND

GENERAL MANDATES TO ISSUE SECURITIES

AND

REPURCHASE SHARES AND WARRANTS

AND

AMENDMENTS TO BYE-LAWS

The notice convening an annual general meeting of APAC Resources Limited to be held at Lower Lobby, Plaza IV, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 5 June 2009 at 2:30 p.m. is set out on pages 23 to 33 of this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so desire.

28 April 2009

For identification purpose only

	Pages
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate to issue securities and repurchase the Shares and Warrants . . . .	4
Amendments to Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Details of Retiring Directors proposed to be re-elected. . . . . . . .	7
Appendix II – Explanatory Statement as to Repurchase Mandate. . . . . . . . . . . .	10
Appendix III – Amendments to Bye-laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix IV – Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . .	23

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DEFINITIONS

In this circular, the following expressions have the following meanings unless the context otherwise requires:

“AGM” the annual general meeting of the Company to be held at Lower Lobby, Plaza IV, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong, on Friday, 5 June 2009 at 2:30 p.m.; “AGM Notice” the notice convening the AGM as set out in Appendix IV to this circular; “Board” the board of Directors; “Bye-laws” the bye-laws of the Company; “Company” APAC Resources Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (Stock code: 1104); “Director(s)” the director(s) of the Company; “Group” the Company and its subsidiaries; “Hong Kong” the Hong Kong Special Administrative Region of the PRC; “Issuance Mandate” as defined in paragraph 3(a) of the Letter from the Board in this circular; “Latest Practicable Date” 24 April 2009, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information included herein; “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “Repurchase Mandate” as defined in paragraph 3(b) of the Letter from the Board in this circular; “PRC” the People’s Republic of China; “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company;

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DEFINITIONS

“Shareholder(s)” registered holder(s) of Shares; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Takeovers Code” Hong Kong Code on Takeovers and Mergers; “Warrant(s)” warrants of the Company listed on the Stock Exchange that entitles holders thereof to subscribe at any time during the period from 5 February 2007 to 4 February 2010 (both days inclusive) for fully paid Shares at an initial subscription price of HK$0.30 per Share (subject to adjustments); “Warrantholders” holders of the Warrants; and “%”

holders of the Warrants; and per cent.

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LETTER FROM THE BOARD

APAC RESOURCES LIMITED 亞太資源有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104) (Warrant Code: 324)

Executive Directors:

Mr. Cao Zhong (Chairman) Mr. Liu Yongshun (Chief Executive Officer) Mr. Zhou Luyong (Deputy Chief Executive Officer) Ms. Chong Sok Un Mr. Chen Zhaoqiang Mr. Yue Jialin

Independent Non-executive Directors: Mr. Wong Wing Kuen, Albert Mr. Chang Chu Fai, Johnson Francis Mr. Alan Stephen Jones Mr. Robert Moyse Willcocks

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business: 32/F China Online Centre 333 Lockhart Road Wanchai Hong Kong

28 April 2009

To the Shareholders and, for information only, the Warrantholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS AND GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES AND WARRANTS AND AMENDMENTS TO BYE-LAWS

1. INTRODUCTION

The purpose of this circular is to provide you with the information regarding resolutions to be proposed at the AGM relating to (i) re-election of Directors, (ii) the granting to the Directors of the Issuance Mandate and Repurchase Mandate, (iii) amendments to Byelaws, and (iv) a notice to convene the AGM to approve, among other things, the re-election of Directors, the proposal for grant of the Issuance Mandate and Repurchase Mandate and amendments to Bye-laws.

For identification purpose only

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LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

Pursuant to Bye-laws 87(1) and (2) of the Bye-laws, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation. A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot.

Pursuant to Bye-laws 86(2) of the Bye-laws, the Directors shall have power from time to time and at any time to appoint any person as a Director either to fill a causal vacancy on the Board or, subject to authorisation by the Shareholders in general meeting, as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Shareholders in general meeting. Any Director so appointed by the Board shall hold office only until the next following general meeting (in the case of filing a causal vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board) and shall then be eligible for re-election at that meeting. Pursuant to Bye-law 87(2) of the Bye-laws, any Director appointed pursuant to Bye-law 86(2) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

In accordance with Bye-laws 86 and 87 of the Bye-laws, Mr. Cao Zhong, Mr. Liu Yongshun, Mr. Yue Jialin and Mr. Wong Wing Kuen, Albert will retire at the forthcoming AGM and, being eligible, offer themselves for re-election.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any directors proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. A brief biographical details of the retiring Directors are set out in Appendix I to this circular.

3. GENERAL MANDATE TO ISSUE SECURITIES AND TO REPURCHASE SHARES AND WARRANTS

At the annual general meeting of the Company held on 6 June 2008, ordinary resolutions were passed for the granting of general mandate to the Directors, inter alia,

(i) to allot, issue or otherwise deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at that date (the “ Existing Issuance Mandate ”); and
(ii) to repurchase Shares representing up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at that date (the “ Existing Repurchase Mandate ”).

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LETTER FROM THE BOARD

The Existing Issuance Mandate and the Existing Repurchase Mandate will lapse upon the conclusion of the AGM. The Directors consider that the Existing Issuance Mandate and the Existing Repurchase Mandate increase the flexibility in the Company’s affairs and are in the interests of the Shareholders, and that the same should continue to be adopted by the Company.

It will therefore be proposed at the forthcoming AGM to approve the granting of new general mandates to the Directors to exercise the power of the Company:

(a) to allot, issue and deal with new Shares and to make or grant offers, agreements and options, including warrants to subscribe for Shares and other rights of subscription for or conversion into Shares, of an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of such resolution (“ Issuance Mandate ”); and
(b) to repurchase Shares on the Stock Exchange of an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company and to repurchase Warrants on the Stock Exchange of a total number not exceeding 10% of the outstanding Warrants in each case as at the date of passing of such resolution (“ Repurchase Mandate ”).

Assuming that there is no further issuance, allotment of and dealing in new Shares of the Company from the Latest Practicable Date to the date of AGM, a maximum of 945,731,811 new Shares, representing 20% of the aggregate nominal amount of the issued share capital of the Company, shall be allotted, issued and dealt with under the Issuance Mandate.

The Issuance Mandate and Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in ordinary resolutions 4 and 5 set out in the AGM Notice. Resolutions authorising the extension of the Issuance Mandate to include the aggregate nominal amount of Shares and the amount of Warrants repurchased (if any) under the Repurchase Mandate will be proposed as ordinary resolutions 6 and 7 set out in the AGM Notice. With reference to the Issuance Mandate and Repurchase Mandate, the Directors wish to state that they have no immediate plan to issue any Shares or repurchase any Shares or Warrants pursuant thereto.

An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to approve the granting of the Repurchase Mandate is set out in Appendix II to this circular.

4. AMENDMENTS TO THE BYE-LAWS

A special resolution will be proposed at the AGM to amend the Bye-laws to bring them in line with certain recent changes to the Listing Rules. The effects of the proposed amendments are as follows:

Subject to such other minimum period as may be specified in the Listing Rules from time to time: (a) an annual general meeting shall be called by not less than twenty one days’ notice or twenty clear business days’ notice, whichever is the longer; (b) a meeting called for the passing of a special resolution shall be called

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LETTER FROM THE BOARD

by not less than twenty one days’ notice and not less than ten clear business days’ notice; and (c) a meeting other than an annual general meeting or a meeting called for the passing of a special resolution shall be called by not less than fourteen days’ notice or ten clear business days’ notice, whichever is the longer;

Any vote of Shareholders at a general meeting will be taken by poll; and
The Company may use its website and other electronic means to send or make available notices or documents to the Shareholders, subject to the compliance with the Listing Rules and applicable laws by the Company.

Details of the proposed amendments to the Bye-laws are set out in Appendix III to this circular.

5. ANNUAL GENERAL MEETING

The AGM Notice is set out in Appendix IV to this circular. At the AGM, ordinary resolutions will be proposed to approve, inter alia, the re-election of Directors, the granting of the Issuance Mandate and the Repurchase Mandate, the extension of the Issuance Mandate and a special resolution will be proposed to approve amendments to the Bye-laws.

A form of proxy is enclosed with this circular for use at the AGM. Whether or not you are able to attend this meeting, you are requested to complete and return the enclosed form of proxy to the branch share registrars of the Company in Hong Kong, Tricor Secretaries Limited of 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of a form of proxy will not preclude you from attending and voting at the meeting in person if you so wish.

6. RECOMMENDATION

The Directors consider that the proposed ordinary resolutions for approval of the reelection of Directors, the grant of Issuance Mandate and Repurchase Mandate, the extension of the Issuance Mandate and the proposed special resolution for approval of the amendments to Bye-laws are each in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of the relevant ordinary resolutions and special resolution to be proposed at the AGM.

7. GENERAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices in this circular.

Yours faithfully, By Order of the Board APAC Resources Limited Cao Zhong Chairman

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APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

The details of the retiring Directors proposed to be re-elected at the AGM are set out below:

Mr. Cao Zhong , aged 49, was appointed as an Executive Director of the Company on 26 April 2007 and has been re-designated as Chairman and Executive Director of the Company since 3 May 2007. Mr. Cao is responsible for the strategic planning and corporate development of the Group. He graduated from Zhejiang University, the People’s Republic of China (the “ PRC ”), and Graduate School, The Chinese Academy of Social Sciences, with a Master Degree in Engineering and a Master Degree in Economics. Mr. Cao is the assistant general manager of Shougang Corporation and the chairman of China Shougang International Trade and Engineering Corporation. He is also the vice chairman and general manager of Shougang Holding (Hong Kong) Limited and a director of Benefit Rich Limited, both of which are substantial shareholders of the Company. Mr. Cao is also the managing director of Shougang Concord International Enterprises Company Limited (stock code: 697), the chairman of each of Shougang Concord Technology Holdings Limited (stock code: 521) and Shougang Concord Century Holdings Limited (stock code: 103), the vice chairman and managing director of Shougang Concord Grand (Group) Ltd (“ SCG ”) (stock code: 730), the chairman of Global Digital Creations Holdings Limited (stock code: 8271), a non-wholly owned subsidiary of SCG, an executive director of Fushan International Energy Group Limited (stock code: 639), all of which are companies listed on the Hong Kong Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”). Mr. Cao is also a non-executive director of Mount Gibson Iron Limited (stock code: MGX), an associated company of the Company, the shares of which are listed on the Australian Stock Exchange. Mr. Cao has extensive experience in corporate management and operation. He is also a director of certain subsidiaries of the Company, the chairman of 亞太資源（青島）有限公司（「 亞太青島 」）and the chairman of supervisory committee of 瑞域（上海）投資諮詢有限公司（「 瑞域上海 」）, both of which are whollyowned subsidiaries of the Company in the PRC.

Save as disclosed herein, Mr. Cao did not hold any directorship in other listed public companies in the last three years and does not have any relationship with any Directors, senior management, substantial or controlling Shareholders of the Company.

There is no service contract between the Company and Mr. Cao. Mr. Cao received a remuneration of HK$1,220,000 for the year ended 31 December 2008 which was determined with reference to his duties and responsibilities within the Group and the prevailing market conditions. Mr. Cao has not been appointed for a specific term but shall be subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the relevant provisions of the Bye-laws.

As at the Latest Practicable Date, the Company has granted options to Mr. Cao to subscribe for 133,000,000 Shares, in which 33,000,000 options are exercisable at HK$1.20 per Share and 100,000,000 options are exercisable at HK$1.50 per Share. Except as disclosed herein, Mr. Cao does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

In addition, Mr. Cao is not aware of any matters that are required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders.

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APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

MR. LIU YONGSHUN , aged 48, was appointed as a Non-Executive Director of the Company on 29 May 2007 and has been re-designated as Chief Executive Officer and an Executive Director of the Company since 27 July 2007. Mr. Liu is responsible for the execution of the Group’s strategies, policies and corporate actions as delegated by the Board. Mr. Liu obtained his Bachelor’s Degree in Ironing Making from Maanshan Institute of Iron and Steel (East China University of Metallurgy/Anhui University of Technology) in 1983. He subsequently obtained his Executive Master of Business Administration degree from China Europe International Business School in 2005. Mr. Liu has had a number of major appointments in the raw iron and steel resources industry. He was the president of the Department of Mineral Resources, Shanghai Baosteel Group International Economic and Trading Co., Ltd. from November 2001 to May 2005. He was appointed as both the deputy general manager of Baosteel Corporation and the general manager of its No. 1 Department of the Purchase Centre of Baosteel Corporation from May 2005 to April 2006. He acted as deputy general manager of Baosteel Trading Co., Ltd. from May 2006 to April 2007. He is also the chairman of 瑞域上海, a director of 亞太青島 and certain subsidiaries of the Company.

Save as disclosed herein, Mr. Liu did not hold any directorship in other listed public companies in the last three years and does not have any relationship with any Directors, senior management, substantial or controlling Shareholders of the Company.

Under the service contract between the Company and Mr. Liu, he is entitled to receive an annual remuneration of HK$2,600,000 which was determined with reference to his duties and responsibilities within the Group and the prevailing market conditions. Mr. Liu has not been appointed for a specific term but shall be subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the relevant provisions of the Bye-laws.

As at the Latest Practicable Date, the Company has granted options to Mr. Liu to subscribe for 150,000,000 Shares at the exercise price of HK$1.20 per Share, one-third of which are exercisable when the closing price of the Shares is higher than HK$1.50, one-third of which are exercisable when the closing price of the Shares is higher than HK$2.00 and onethird of which are exercisable when the closing price of the Shares is higher than HK$2.50. Except as disclosed herein, Mr. Liu does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

In addition, Mr. Liu is not aware of any matters that are required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders.

MR. YUE JIALIN , aged 41, was appointed as Chairman and Executive Director of the Company on 26 April 2004 and has been re-designated as an Executive Director of the Company since 3 May 2007. Mr. Yue has established in-depth knowledge of the PRC economic development and policies through his previous role as a judge in the Economic Court of People’s Court in Luowu District, Shenzhen, the PRC during 1989 to 1992. Mr. Yue also sits on the school of business administration of Changhun Industrial University as visiting professor. Mr. Yue has engaged in legal consultation in respect of the acquisition of state owned assets and foreign investments in the PRC.

Save as disclosed herein, Mr. Yue did not hold any directorship in other listed public companies in the last three years and does not have any relationship with any Directors, senior management, substantial or controlling Shareholders of the Company.

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APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Under the service contract between the Company and Mr. Yue, he is entitled to receive an annual remuneration of HK$130,000 which was determined with reference to his duties and responsibilities within the Group and the prevailing market conditions, but Mr. Yue has waived to receive his remuneration for the year ended 31 December 2008. Mr. Yue has been appointed for a specific term until 31 December 2009 but subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the relevant provision of the Bye-laws.

As at the Latest Practicable Date, Mr. Yue (through Profit Harbour Investments Limited, the entire issued share capital of which is owned by Mr. Yue) is interested in 135,519,562 Shares (which represents 16,179,602 Shares and an interest in 119,339,960 Warrants giving rise to an interest in 119,339,960 underlying shares), representing approximately 2.87% of the issued share capital of the Company. Except as disclosed herein, Mr. Yue does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

In addition, Mr. Yue is not aware of any matters that are required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders.

Mr. Wong Wing Kuen , Albert , aged 58, has been appointed as an Independent Nonexecutive Director of the Company since 6 July 2004. Mr. Wong is a fellow member of The Institute of Chartered Secretaries and Administrators, a fellow member of The Hong Kong Institute of Chartered Secretaries, a fellow member of the Taxation Institute of Hong Kong, a member of Hong Kong Securities Institute, a fellow member of Association of International Accountants, a fellow member of Society of Registered Financial Planners, a member of The Chartered Institute of Arbitrators, a member of The Chartered Institute of Bankers in Scotland and a full member of Macau Society of Certified Practising Accountants. Currently, Mr. Wong is the managing director of Charise Financial Planning Limited, a private professional consulting firm in Hong Kong. He is also an independent non-executive director of Solargiga Energy Holdings Limited (Stock Code: 757), a company listed on the main board of the Stock Exchange.

Save as disclosed herein, Mr. Wong did not hold any directorship in other listed public companies in the last three years and does not have any relationship with any of the Directors, senior management, substantial or controlling Shareholders of the Company.

Mr. Wong received remuneration of HK$170,000 for the year ended 31 December 2008 which was determined with reference to his duties and responsibilities with the Company and the prevailing market conditions. Mr. Wong has not been appointed for a specific term but shall be subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the relevant provisions of the Bye-laws.

As at the Latest Practicable Date, the Company has granted options to Mr. Wong to subscribe for 3,000,000 Shares at the exercise price of HK$1.50 per Share. Except as disclosed herein, Mr. Wong does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

In addition, Mr. Wong is not aware of any matters that are required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders.

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APPENDIX II EXPLANATORY STATEMENT AS TO REPURCHASE MANDATE

This appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the Repurchase Mandate.

LISTING RULES FOR REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities (which shall include, where the context permits, shares of all classes and securities which carry a right to subscribe or purchase shares) on the Stock Exchange subject to certain restrictions amongst which the Listing Rules provided that the shares proposed to be repurchased by a company must be fully-paid up and all repurchases of shares by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders either by way of general mandate to the Directors to make such repurchases or by specific approval of a particular transaction.

SHARE CAPITAL

As at the Latest Practicable Date, there were in issue an aggregate of 4,728,659,055 Shares and there were outstanding 193,778,450 Warrants attaching subscription rights in an aggregate amount of HK$58,133,535 to subscribe for up to 193,778,450 Shares (at an initial subscription price of HK$0.3 per Share). Subject to the passing of the proposed resolution in respect of the granting of the Repurchase Mandate and on the basis that no further securities of the Company are issued or no further Shares and Warrants are repurchased prior to the AGM, the Company would be permitted under the Repurchase Mandate to repurchase a maximum of 472,865,905 Shares and 19,377,845 Warrants (representing 10% of each of the Shares and the Warrants in issue as at the date of granting of the Repurchase Mandate).

REASONS FOR REPURCHASES

The Directors believe that an authority to repurchase Shares and Warrants is in the best interests of the Company, the Shareholders and the Warrantholders.

Repurchases may, depending on the market conditions and funding arrangement of the Company at the time, result in an increase in earnings per share. The Directors are seeking the Repurchase Mandate so as to give the Company additional flexibility to do so if and when appropriate. The number of Shares and Warrants to be purchased on occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

While it is not possible to anticipate any specific circumstances in which the Directors might think it appropriate to repurchase Shares or Warrants, Shareholders can be assured that the Directors would only make repurchases in circumstances where they consider it to be in the best interests of the Company.

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APPENDIX II EXPLANATORY STATEMENT AS TO REPURCHASE MANDATE

FUNDING OF REPURCHASES

In repurchasing Shares and Warrants, the Company must fund the repurchase entirely from the Company’s available cash flow or working capital facilities legally available for such purpose in accordance with its memorandum of association and Bye-laws, the Listing Rules and the laws of Bermuda.

The Companies Act 1981 of Bermuda (as amended) provides that the amount of capital paid in connection with a share repurchase may only be paid out of the capital paid up on the relevant shares, or out of funds of the Company which would otherwise be available for dividend or distribution or from the proceeds of a fresh issue of shares made for the purpose. The Companies Act 1981 of Bermuda (as amended) further provides that the amount of premium payable on repurchase may only be paid out of either the funds that would otherwise be available for distribution or dividend or out of the share premium account of the Company. The shares repurchased will be treated as cancelled and the amount of the Company’s issued share capital will be diminished by the nominal value of such shares, but the aggregate amount of the Company’s authorised share capital will not be thereby reduced.

On the basis of the consolidated financial position of the Company for the year ended 31 December 2008 (being the date to which the latest published audited financial statements of the Company have been made up) and in particular the working capital position of the Group at that time and the number of Shares in issue as at the Latest Practicable Date, the Directors consider that there would not be a material adverse impact on the working capital position but that there would not be any impact on the gearing position of the Group in the event that repurchases of all the Shares and Warrants were to be carried out in full during the proposed mandate period. However, no repurchase would be made in circumstances that would have a material adverse impact on the working capital of the Group (as compared with the financial position disclosed in its latest published audited financial statements) unless the Directors consider that such repurchases are in the best interest of the Company.

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the proposed resolution in accordance with the Listing Rules and all applicable laws of Bermuda and in accordance with the regulations set out in the memorandum of association and the Bye-laws of the Company.

DIRECTORS AND CONNECTED PERSONS

None of the Directors nor (to the best of the knowledge and belief of the Directors and having made all reasonable enquiries) any associates (as defined in the Listing Rules) of the Directors who have any present intention, in the event that the grant to the Directors of the Repurchase Mandate is approved by the Shareholders, of selling Shares or Warrants to the Company.

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APPENDIX II EXPLANATORY STATEMENT AS TO REPURCHASE MANDATE

No persons who are connected persons of the Company have notified the Company that they have a present intention to sell Shares or Warrants to the Company, nor have they undertaken not to sell any of Shares or Warrants held by them to the Company in the event that the Company is authorised to make repurchases of Shares or Warrants.

HONG KONG CODE ON TAKEOVERS AND MERGERS

If, on the exercise of the power to repurchase the Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting capital of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a mandatory offer for the securities of the Company under Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, according to the register kept by the Company pursuant to Section 336(1) of the SFO, to the best of the knowledge and belief of the Directors:

(i) Shougang Holding (Hong Kong) Limited (“ Shougang ”), a substantial Shareholder together with its concert parties, held 956,000,000 Shares (which represents an interest in 896,000,000 Shares in issue and an interest in 60,000,000 Warrants giving rise to an interest in 60,000,000 underlying shares), representing approximately 20.22% of the issued share capital of the Company.
(ii) COL Capital Limited (“ COL ”), a substantial Shareholder together with its concert parties, held 619,260,000 Shares, representing approximately 13.10% of the issued share capital of the Company. COL is 38.62% indirectly owned by Ms. Chong Sok Un and therefore Ms. Chong is deemed to have interests in the Shares and underlying shares in which COL is interested.
(iii) Sun Hung Kai & Co. Limited (“ SHK ”), a substantial Shareholder together with its concert parties, held 598,532,893 Shares, representing approximately 12.66% of the issued share capital of the Company. SHK is an indirect non wholly-owned subsidiary of Allied Properties (H.K) Limited (“ APL ”) which in turn is an indirect non wholly-owned subsidiary of Allied Group Limited (“ AGL ”), the issued share capital of which is owned as to 44.52% by Lee and Lee Trust (“ LL Trust ”), a discretionary trust the trustees of which are Mr. Lee Seng Hui, Ms. Lee Su Hwei and Mr. Lee Seng Huang. Therefore, APL, AGL and LL Trust are deemed to have interests in the Shares and underlying shares in which SHK are interested.

On the basis of 4,728,659,055 Shares in issue as at the Latest Practicable Date and assuming no further issue or repurchase of Shares prior to the date of the AGM, if the Repurchase Mandate were exercised in full, the shareholding percentage (if the present shareholding remains the same) of Shougang, COL and SHK, together with all their respective concert parties would increase to approximately 22.46%, 14.55% and 14.06% respectively. In such event, an obligation to make a general offer to Shareholders by Shougang under Rules 26 and 32 of the Takeovers Code may arise.

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APPENDIX II EXPLANATORY STATEMENT AS TO REPURCHASE MANDATE

Save as aforesaid, the Directors are not aware of any consequences which will arise under the Takeovers Code as a result of the exercise of the power in full under the Repurchase Mandate.

The Directors have no intention to exercise the Repurchase Mandate to an extent that the aggregate amount of the share capital of the Company in public hands would be reduced to less than 25% of the issued share capital of the Company.

SHARE AND WARRANTS PRICES AND REPURCHASE RECORDS

During each of the 12 months preceding the Latest Practicable Date, the highest and lowest traded prices for Shares and Warrants on the Stock Exchange were as follows:

	Share	Price	Warrant	Price
	Highest	Lowest	Highest	Lowest
	(HK$)	(HK$)	(HK$)	(HK$)
2008
April	0.770	0.640	0.400	0.400
May	1.040	0.730	0.620	0.400
June	0.920	0.700	0.620	0.495
July	1.230	0.890	0.720	0.495
August	1.100	0.790	0.730	0.690
September	0.800	0.370	0.690	0.280
October	0.430	0.150	0.280	0.280
November	0.335	0.197	0.280	0.280
December	0.375	0.235	0.280	0.280
2009
January	0.365	0.280	0.280	0.280
February	0.435	0.295	0.280	0.280
March	0.380	0.280	0.280	0.280
April	0.385	0.325	0.280	0.280
(up to Latest Practicable Date)

During each of the six months preceding the Latest Practicable Date, no Shares or Warrants were repurchased by the Company.

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AMENDMENTS TO BYE-LAWS

APPENDIX III

This appendix sets out the proposed amendments, as marked up for ease of reference, to the Bye-laws, as follows:

(a) Bye-law 1

By adding the following new definition in the existing Bye-law 1 after the definition of “Board” or “Directors”:

“business day” shall mean a day on which the Designated Stock Exchange generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Designated Stock Exchange is closed for the business of dealing in securities in Hong Kong on a business day by reason of a Number 8 or higher typhoon signal, black rainstorm warning or other similar event, such day shall for the purposes of these - Bye laws be counted as a business day.

“Company”

~~Shanghai Merchants Holdings Limited~~ APAC Resources Limited.

(b) Bye-law 2

2(e) expressions referring to writing shall, unless the contrary intention appears, be constructed as including printing, lithography, photography and other modes of representing words or figures in a visible form ~~;~~ , and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election comply with all applicable Statutes, rules and regulations;
2(h) a resolution shall be a special resolution when it has been passed by a majority of not less than three-fourths of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which ~~not less than twenty one (21) clear days’ Notice, specifying (without prejudice to the power contained in these Bye laws to amend the same) the intention to propose the resolution as a special resolution, has been duly given. Provided that, except in the case of an annual general meeting, if it is so agreed by a majority in number of the Members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety five (95) per cent. in nominal value of the shares giving that right and in the case of an annual general meeting, if it is so agreed by all Members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty one (21) clear days’ Notice has been given~~ -
Notice has been given in accordance with Bye law 59;

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AMENDMENTS TO BYE-LAWS

APPENDIX III

2(i) a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which ~~not less than fourteen (14) clear days’~~ Notice has been duly given in -
accordance with Bye law 59;
2(k) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.

(c) Bye-law 10

Subject to the Act and without prejudice to Bye-law 8 for the purpose of Section 47 of the Act, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated either with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Bye-laws relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:

(a) the necessary quorum (other than at an adjourned meeting) shall be two persons (or in the case of a Member being a corporation, its duly authorised representative) holding or representing by proxy not less than one-third in nominal value of the issued shares of that class and at any adjourned meeting of such holders, two holders present in person (or in the case of a Member being a corporation, its duly authorised representative) or by proxy (whatever the number of shares held by them) shall be a quorum; and
(b) every holder of shares of the class shall be entitled ~~on a poll~~ to one vote for every such share held by him ~~; and~~ .
~~(c) any holder of shares of the class present in person or by proxy may demand a poll.~~

(d) Bye-law 44

The Register and branch register of Members, as the case may be, shall be open to inspection between 10 a.m. and 12 noon on every business day by Members without charge or by any other person, upon a maximum payment of five Bermuda dollars, at the Office or such other place in Bermuda at which the Register is kept in accordance with the Act or, if appropriate, upon a maximum payment of ten dollars at the Registration Office. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper and where applicable, any other newspapers in accordance with the requirements of any Designated Stock Exchange or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.

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AMENDMENTS TO BYE-LAWS

APPENDIX III

(e) Bye-law 51

The registration of transfers of shares or of any class of shares may, after notice has been given by advertisement in ~~an appointed newspaper and, where applicable,~~ any ~~other~~ newspapers in accordance with the requirements of any Designated Stock Exchange or by any means in such manner as may be accepted by the Designated Stock Exchange to that effect be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.

(f) Bye-law 59

(1) An annual general meeting shall be called by Notice of not less than -

twenty one (21) clear days and not less than twenty (20) clear business days and any special general meeting at which the passing of a special resolution is to be considered shall be called by Notice of not less than twenty-one (21) clear days ~~’ Notice~~ and not less than ten (10) clear business days. All other special general meetings may be called by Notice of not less than fourteen (14) clear days ~~’ Notice~~ and not less than ten (10) clear business days but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice if it is so agreed:

  - (a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and

  - (b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%) in nominal value of the issued shares giving that right.”

(2) The Notice shall specify the time and place of the meeting and particulars of resolutions to be considered at the meeting and, in case of special business, the general nature of the business. The Notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Bye laws or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding up of a Member and to each of the Directors and the Auditors.

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AMENDMENTS TO BYE-LAWS

APPENDIX III

(g) Bye-law 66

Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Bye-laws, at any general meeting on a ~~show of hands~~ poll every Member present in person ~~(or being a corporation, is present by a representative duly authorised under Section 78 of the Act), or by proxy shall have one vote and on a poll every Member present in person~~ or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. ~~Notwithstanding anything contained in these Bye-laws, where more than one proxy is appointed by a Member which is a clearing house (or its nominee), each such proxy shall have one vote on a show of hands.~~ A resolution put to the vote of a meeting shall be decided by way of a poll. ~~on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:~~

~~(a) by the chairman of such meeting; or~~
~~(b) by at least three Members present in person (or in the case of a Member being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or~~
~~(c) by a Member or Members present in person (or in the case of a Member being a corporation by its duly authorised representative) or by proxy and representing not less than one tenth of the total voting rights of all Members having the right to vote at the meeting; or~~
~~(d) by a Member or Members present in person (or in the case of a Member being a corporation by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all shares conferring that right.~~

~~A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Member.~~

(h) Bye-law 67

~~Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.~~

intentionally deleted.

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AMENDMENTS TO BYE-LAWS

APPENDIX III

(i) Bye-law 68

~~If a poll is duly demanded the~~ The result of the poll shall be deemed to be the resolution of the meeting ~~at which the poll was demanded. There shall be no requirement for the chairman to disclose the voting figures on a poll~~ . The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange.

(j) Bye-law 69

~~A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner (including the use of ballot or voting papers or tickets) and either forthwith or at such time (being not later than thirty (30) days after the date of the demand) and place as the chairman directs. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll not taken immediately.~~

intentionally deleted.

(k) Bye-law 70

~~The demand for a poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which the poll has been demanded, and, with the consent of the chairman, it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.~~

intentionally deleted.

(l) Bye-law 73

In the case of an equality of votes, ~~whether on a show of hands or on a poll,~~ the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.

(m) Bye-law 75(1)

A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, ~~whether on a show of hands or on a poll,~~ by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provide that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting ~~or poll~~ , as the case may be.

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AMENDMENTS TO BYE-LAWS

APPENDIX III

(n) Bye-law 80

The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting ~~or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid~~ . No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting ~~or on a poll demanded at a meeting or an adjourned meeting~~ in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

(o) Bye-law 81

Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority ~~to demand or join in demanding a poll and~~ to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

(p) Bye-law 82

A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting or adjourned meeting, ~~or the taking of the poll,~~ at which the instrument of proxy is used.

– 19 –

AMENDMENTS TO BYE-LAWS

APPENDIX III

(q) Bye-law 84(2)

Where a Member is clearing house (or its nominee(s) and, in each case, being a corporation), it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Byelaw shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) in respect of the number and class of shares specified in the relevant authorisation ~~including the right to vote individually on a show of hands~~ .

(r) Bye-law 153

Subject to Section 88 of the Act and Bye-law 153A, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the general meeting and at the same time as the notice of annual general meeting and laid before the Company ~~in~~ at the annual general meeting in accordance with the requirements of the Act provided that this Bye law shall not require a copy of those documents to be sent to any person whose address the Company is not aware of or to more than one of the joint holders of any shares or debentures.
153A. To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Bye-law 153 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, summarised financial statements derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

– 20 –

AMENDMENTS TO BYE-LAWS

APPENDIX III

153B. The requirement to send to a person referred to in Bye-law 153 the documents referred to in that provision or a summary financial report in accordance -
with Bye law 153A shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the -
documents referred to in Bye law 153 and, if applicable, a summary financial ’
report complying with Bye law 153A, on the Company s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of documents.

(s) Bye-law 160

Any Notice ~~from the Company to a Member~~ or document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designated Stock Exchange), whether or not, to be given or issued under these Bye-laws from the Company to a Member shall be ~~given~~ in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and ~~(where appropriate) any other~~ document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appointed newspapers (as defined in the Act) or in newspapers published daily and circulating generally in the territory of and in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

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AMENDMENTS TO BYE-LAWS

APPENDIX III

(t) Bye-law 161

Any Notice or other document:

(a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the ~~n~~ Notice or other document was so addressed and put into the post shall be conclusive evidence thereof; ~~and~~
(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice placed on the Company’s website or the website of the Designated Stock Exchange is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;
( ~~b~~ c) if served or delivered in any other manner contemplated by these Bye-laws, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch, transmission or publication; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the fact and time of such service, delivery, despatch, transmission or publication shall be conclusive evidence thereof ~~.~~ ; and
(d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.

– 22 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

APAC RESOURCES LIMITED 亞太資源有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104) (Warrant Code: 324)

NOTICE IS HEREBY GIVEN that the annual general meeting of APAC Resources Limited (the “ Company ”) will be held at Lower Lobby, Plaza IV, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 5 June 2009 at 2:30 p.m. for the following purposes:

ORDINARY BUSINESS

To receive and adopt the audited consolidated financial statements and the reports of the directors (“ Directors ”) and auditors of the Company for the year ended 31 December 2008.
(a) To re-elect the following persons:
- i. Mr. Cao Zhong as executive Director
- ii. Mr. Liu Yongshun as executive Director
- iii. Mr. Yue Jialin as executive Director
- iv. Mr. Wong Wing Kuen, Albert as independent non-executive Director
(b) To authorise the board of Directors (“ Board ”) of the Company to fix the Directors’ remuneration.
To re-appoint Graham H.Y. Chan & Co. as auditors of the Company and to authorise the Board to fix their remuneration.

SPECIAL BUSINESS

ORDINARY RESOLUTIONS

The following resolutions 4 to 7 will be proposed to be considered and, if thought fit, passed as ordinary resolutions of the Company:

“ THAT :
(a) subject to the provisions of paragraphs (b) and (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (“ New Shares ”) and to make or grant offers, agreements and options, including warrants to subscribe for shares and other rights of subscription for or conversion into shares, which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

For identification purpose only

– 23 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

(b) the approval given in provisions of paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of the share capital allotted and issued or agreed conditionally or unconditionally to be allotted, issued (whether pursuant to an option or otherwise) and dealt with by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of New Shares upon the exercise of rights of subscription or conversion under the terms of warrants of the Company or any securities which are convertible into shares; (iii) an issue of New Shares as scrip dividends or similar arrangement providing for the allotment of New Shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company from time to time; (iv) an issue of New Shares under any share option scheme or similar arrangement of the Company and/or any of its subsidiaries; or (v) a specific mandate granted by the shareholders of the Company in general meeting, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of this resolution, and the said approval shall be limited accordingly; and
(d) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company, the Companies Act 1981 of Bermuda (as amended from time to time) (“ Companies Act ”) or any applicable law to be held; or
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution in general meeting.

“ Rights Issue ” means the allotment, issue or grant of New Shares pursuant to an offer of New Shares open for a period fixed by the Directors to holders of issued shares of the Company (“ Shares ”) whose names on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restriction or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory applicable to the Company).”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

“ THAT :
(a) subject to the provisions of paragraphs (b) and (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares and outstanding warrants (“ Warrants ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or any stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on Share Repurchases, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”) or listing rules of any other stock exchange as amended from time to time and the Bye-laws of the Company, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of Shares hereby authorised to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the issued share capital of the Company and the total number of Warrants hereby authorised to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the Warrants, in each case as at the date of the passing of this resolution, and the said approval shall be limited accordingly;
(c) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company, the Companies Act or any applicable law to be held; or
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution in general meeting.”
“ THAT conditional on the passing of resolutions 4 and 5 in the notice convening this meeting, the general mandate granted to the Directors and for the time being in force to exercise all the powers of the Company pursuant to paragraph (a) of resolution 4 above be and is hereby extended by the addition thereto an amount representing the aggregate nominal amount of the Shares repurchased by the Company under the authority granted pursuant to paragraph (a) of resolution 5 above, provided that such extended amount shall not exceed 10% of the issued share capital of the Company as at the date of the passing of this resolution.”

– 25 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

“ THAT conditional on the passing of resolutions 4 and 5 in the notice convening this meeting, the general mandate granted to the Directors and for the time being in force to exercise all the powers of the Company pursuant to paragraph (a) of resolution 4 above be and is hereby extended by the addition thereto an amount of the Warrants repurchased by the Company under the authority granted pursuant to paragraph (a) of resolution 5 above, provided that such extended amount shall not exceed 10% of the Warrants as at the date of the passing of this resolution.”

SPECIAL RESOLUTION

The following resolution will be proposed to be considered and, if thought fit, passed as a special resolution of the Company:

“ THAT the bye-laws (“ Bye-laws ”) of the Company be and are hereby amended in the following manner:
(a) Bye-law 1
- (i) By adding the following new definition in the existing Bye-law 1 after the definition of “Board” or “Directors”:

(ii) By deleting the words “Shanghai Merchants Holdings Limited” in the definition of “Company” in Bye-law 1 and substituting therefor the words “APAC Resources Limited”.

(b) Bye-law 2

(i) By deleting the semi-colon at the end of the existing Bye-law 2(e) and inserting the following words immediately after the end of the existing Byelaw 2 (e):

“, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election comply with all applicable Statutes, rules and regulations;”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

(ii) By deleting the words “not less than twenty-one (21) clear days’ Notice, specifying (without prejudice to the power contained in these Bye-laws to amend the same) the intention to propose the resolution as a special resolution, has been duly given. Provided that, except in the case of an annual general meeting, if it is so agreed by a majority in number of the Members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety-five (95) per cent. in nominal value of the shares giving that right and in the case of an annual general meeting, if it is so agreed by all Members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty-one (21) clear days’ Notice has been given” after the words “proxy at a general meeting of which” in the 5th line of the existing Bye-law 2(h).
(iii) By inserting the words “in accordance with Bye-law 59” after the words “Notice has been given” at the end of the existing Bye-law 2(h).
(iv) By deleting the words “not less than fourteen (14) clear days’” in the last line of the existing Bye-law 2(i) and inserting the words “in accordance with Bye-law 59” after the words “Notice has been duly given” at the end of the existing Bye-law 2(i).
(v) By deleting the full stop at the end of the existing Bye-law 2(j) and replacing it with a semi-colon and the word “and” and inserting the following new Bye-law 2(k) immediately after existing Bye-law 2(j):

“(k) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.”

(c) Bye-law 10

(i) By adding the word “and” after the semi-colon in the last line of the existing Bye-law 10(a).
(ii) By deleting the words “on a poll” after the words “every holder of shares of the class shall be entitled” in the 1st line of the existing Bye-law 10(b) and deleting “; and” at the end of existing Bye-law 10(b) and replacing it with a full stop.
(iii) By deleting the existing Bye-law 10(c) in its entirety.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

(d) Bye-law 44

By inserting the words “or by any electronic means in such manner as may be accepted by the Designated Stock Exchange” after the words “in accordance with the requirements of any Designated Stock Exchange” in the 8th line of the existing Bye-law 44.

(e)

Bye-law 51

(i) By deleting the words “an appointed newspaper and, where applicable,” after the words “given by advertisement in” in the 2nd line of the existing Bye-law 51.
(ii) By deleting the word “other” after the word “any” in the 2nd line of the existing Bye-law 51 and inserting the words “or by any means in such manner as may be accepted by the Designated Stock Exchange” after the words “in accordance with the requirements of any Designated Stock Exchange” in the 3rd line of existing Bye-law 51.

(f) Bye-law 59

(i) By inserting the words “shall be called by Notice of not less than twentyone (21) clear days and not less than twenty (20) clear business days” after the words “An annual general meeting” in the 1st line of the existing Byelaw 59(1).
(ii) By inserting the words “Notice of” after the words “shall be called by” in the 2nd line of the existing Bye-law 59(1).
(iii) By deleting the words “’ Notice” after the words “not less than twentyone (21) clear days” in the 2nd line of the existing Bye-law 59(1) and substituting therefor the words “and not less than ten (10) clear business days”.
(iv) By inserting the words “Notice of” after the words “All other special general meetings may be called by” in the 3rd line of the existing Bye-law 59(1).
(v) By deleting the words “’ Notice” after the words “not less than fourteen (14) clear days” in the 3rd line of the existing Bye-law 59(1) and substituting therefor the words “and not less than ten (10) clear business days”.
(vi) By inserting the words “if permitted by the rules of the Designated Stock Exchange,” after the words “but” in the last line of the existing Bye-law 59(1).
(vii) By inserting the words “and particulars of resolutions to be considered at the meeting” after the words “place of the meeting” in the first line of existing Bye-law 59(2).

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

(g) Bye-law 66

(i) By deleting the words “show of hands” in the 2nd line of the existing Byelaw 66 and substituting therefor the word “poll”.
(ii) By deleting the words “(or being a corporation, is present by a representative duly authorised under section 78 of the Act), or by proxy shall have one vote and on a poll every Member present in person” after the words “present in person” in the 3rd line of the existing Bye-law 66.
(iii) By deleting the words “Notwithstanding anything contained in these Byelaws, where more than one proxy is appointed by a Member which is a clearing house (or its nominee), each such proxy shall have one vote on a show of hands.” in the 8th line of the existing Bye-law 66.
(iv) By adding the words “by way of a poll.” after the words “A resolution put to the vote of a meeting shall be decided” in the 11th line of the existing Bye-law 66 and deleting the remaining words thereafter in its entirety.

(h) Bye-law 67

By deleting the existing Bye-law 67 in its entirety and substituting therefor the words “intentionally deleted.”.

(i) Bye-law 68

(i) By deleting the words “If a poll is duly demanded the” in the 1st line of the existing Bye-law 68 and substituting therefore the word “The” and deleting the words “at which the poll was demanded. There shall be no requirement for the chairman to disclose the voting figures on a poll” after the words “the resolution of the meeting” in the 1st line of the existing Bye-law 68.
(ii) By inserting the following words at the end of the existing Bye-law 68:

“The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange.”

(j) Bye-law 69

By deleting the existing Bye-law 69 in its entirety and substituting therefor the words “intentionally deleted.”.

(k) Bye-law 70

By deleting the existing Bye-law 70 in its entirety and substituting therefor the words “intentionally deleted.”.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

(l) Bye-law 73

By deleting the words “whether on a show of hands or on a poll,” after the words “In the case of any equality of votes,” in the 1st line of the existing Bye-law 73.

(m) Bye-law 75(1)

By deleting the words “whether on a show of hands or on a poll,” after the words “persons incapable of managing their own affairs may vote,” in the 3rd line of the existing Bye-law 75(1) and by deleting the words “or poll” after the words “not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting” in the 10th line of the existing Bye-law 75(1).

(n) Bye-law 80

(i) By deleting the words “or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid” after the words “not less than forty eight (48) hours before the time appointed for holding the meeting” in the 6th line of the existing Bye-law 80.
(ii) By deleting the words “or on a poll demanded at a meeting or an adjourned meeting” after the words “except at an adjourned meeting” in the 12th line of the existing Bye-law 80.

(o) Bye-law 81

By deleting the words “to demand or join in demanding a poll and” after the words “be deemed to confer authority” in the 4th line of the existing Bye-law 81.

(p) Bye-law 82

By deleting the words “or the taking of the poll,” after the words “or adjourned meeting,” in the 7th line of the existing Bye-law 82.

(q) Bye-law 84(2)

By deleting the words “including the right to vote individually on a show of hands” after the words “in respect of the number and class of shares specified in the relevant authorisation” in the last line of the existing Bye-law 84(2).

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

(r) Bye-law 153

(i) By inserting the words “and Bye-law 153A” after the words “Subject to section 88 of the Act” in the 1st line of the existing Bye-law 153.
(ii) By inserting the words “at the same time as the notice of annual general meeting and” after the words “at least twenty-one (21) days before the date of the general meeting and” in the 6th line of the existing Bye-law 153.
(iii) By deleting the word “in” after the words “laid before the Company” in the 7th line of the existing Bye-law 153 and substituting therefor the words “at the annual”.
(iv) By adding the following new Bye-laws 153A and 153B after the existing Bye-law 153:
“153A. To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Bye-law 153 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, summarised financial statements derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.
153B. The requirement to send to a person referred to in Bye-law 153 the documents referred to in that provision or a summary financial report in accordance with Bye-law 153A shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Bye-law 153 and, if applicable, a summary financial report complying with Bye-law 153A, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

(s) Bye-law 160

(i) By deleting the words “from the Company to a Member” after the words “Any Notice” in the 1st line of the existing Bye-law 160 and substituting therefor the words “or document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designated Stock Exchange), whether or not, to be given or issued under these Bye-laws from the Company to a Member”.
(ii) By deleting the words “given” after the words “shall be” in the 1st line of the existing Bye-law 160.
(iii) By inserting the words “or other form of electronic transmission or communication” after the words “by cable, telex or facsimile transmission message” in the 1st line of the existing Bye-law 160.
(iv) By deleting the words “(where appropriate) any other” after the words “and any such Notice and” in the 2nd line of the existing Bye-law 160.
(v) By inserting the words “or electronic number or address or website” after the words “any telex or facsimile transmission number” in the 7th line of the existing Bye-law 160.
(vi) By adding the words “or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above.” after the words “in accordance with the requirements of the Designated Stock Exchange” in the 12th line of the existing Bye-law 160.

(t) Bye-law 161

(i) By deleting the word “notice” after the words “or wrapper containing the” in the 8th line of existing Bye-law 161(a) and substituting therefor the word “Notice” and by deleting the word “and” at the end of existing Bye-law 161(a).
(ii) By inserting the following paragraph as new Bye-law 161(b) after the existing Bye-law 161(a):
“(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice placed on the Company’s website or the website of the Designated Stock Exchange is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;”

– 32 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX IV

(iii) By deleting the full stop at the end of existing Bye-law 161(b) and replacing it with a semi-colon and inserting the word “and” after the semi-colon; and by renumbering the existing Bye-law 161(b) as Bye-law 161(c).
(iv) By inserting the following paragraph as new Bye-law 161(d) after the new Bye-law 161(c):
“(d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.”

By Order of the Board APAC Resources Limited Cao Zhong Chairman

Hong Kong, 28 April 2009

Notes:

Any member entitled to attend and vote at the Meeting is entitled to appoint a proxy or, if such member is a holder of two or more shares, proxies to attend and vote in his stead. A proxy need not be a member of the Company but must attend the Meeting in person to represent the appointing member.
To be valid, the form of proxy must be deposited with the Company’s Branch Share Registrar in Hong Kong, Tricor Secretaries Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the Meeting or any adjournment thereof.
Where there are joint holders of any share, any one of such joint holder may vote, either in person 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, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding.

As at the date of this notice, the Directors of the Company are:

Executive Directors:

Mr. Cao Zhong (Chairman), Mr. Liu Yongshun (Chief Executive Officer), Mr. Zhou Luyong (Deputy Chief Executive Officer), Ms. Chong Sok Un, Mr. Chen Zhaoqiang and Mr. Yue Jialin

Independent Non-Executive Directors:

Mr. Wong Wing Kuen, Albert, Mr. Chang Chu Fai, Johnson Francis, Mr. Alan Stephen Jones and Mr. Robert Moyse Willcocks

– 33 –

AI assistant

Persistence Gold Group Ltd — AGM Information 2009

50623_rns_2009-04-27_eeb065f8-25c2-4267-9bb3-fcdd543c95dc.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

APAC RESOURCES LIMITED 亞太資源有限公司[*]

PROPOSALS FOR RE-ELECTION OF DIRECTORS

AND

GENERAL MANDATES TO ISSUE SECURITIES

AND

REPURCHASE SHARES AND WARRANTS

AND

AMENDMENTS TO BYE-LAWS

CONTENTS

DEFINITIONS

DEFINITIONS

LETTER FROM THE BOARD

APAC RESOURCES LIMITED 亞太資源有限公司[*]

PROPOSALS FOR RE-ELECTION OF DIRECTORS AND GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES AND WARRANTS AND AMENDMENTS TO BYE-LAWS

1. INTRODUCTION

LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

3. GENERAL MANDATE TO ISSUE SECURITIES AND TO REPURCHASE SHARES AND WARRANTS

LETTER FROM THE BOARD

4. AMENDMENTS TO THE BYE-LAWS

LETTER FROM THE BOARD

5. ANNUAL GENERAL MEETING

6. RECOMMENDATION

7. GENERAL INFORMATION

LISTING RULES FOR REPURCHASE OF SECURITIES

SHARE CAPITAL

REASONS FOR REPURCHASES

FUNDING OF REPURCHASES

DIRECTORS’ UNDERTAKING

DIRECTORS AND CONNECTED PERSONS

HONG KONG CODE ON TAKEOVERS AND MERGERS

SHARE AND WARRANTS PRICES AND REPURCHASE RECORDS

(a) Bye-law 1

(b) Bye-law 2

(c) Bye-law 10

(d) Bye-law 44

(e) Bye-law 51

(f) Bye-law 59

(g) Bye-law 66

(h) Bye-law 67

intentionally deleted.

(i) Bye-law 68

(j) Bye-law 69

intentionally deleted.

(k) Bye-law 70

intentionally deleted.

(l) Bye-law 73

(m) Bye-law 75(1)

(n) Bye-law 80

(o) Bye-law 81

(p) Bye-law 82

(q) Bye-law 84(2)

(r) Bye-law 153

(s) Bye-law 160

(t) Bye-law 161

APAC RESOURCES LIMITED 亞太資源有限公司[*]

ORDINARY BUSINESS

SPECIAL BUSINESS

ORDINARY RESOLUTIONS

APPENDIX IV

SPECIAL RESOLUTION

(b) Bye-law 2

(c) Bye-law 10

(d) Bye-law 44

(e)

Bye-law 51

(f) Bye-law 59

(g) Bye-law 66

(h) Bye-law 67

(i) Bye-law 68

(j) Bye-law 69

(k) Bye-law 70

(l) Bye-law 73

(m) Bye-law 75(1)

(n) Bye-law 80

(o) Bye-law 81

Persistence Gold Group Ltd AGM Information 2009