Persistence Gold Group Ltd — AGM Information 2017

Nov 15, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as 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 announcement.

APAC RESOURCES LIMITED 亞太資源有限公司[*] (Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of APAC Resources Limited (the “ Company ”) will be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Monday, 4 December 2017 at 10:20 a.m. (or immediately after the conclusion of the annual general meeting of the Company to be held at 10:00 a.m. on the same day and at the same place) for the following purposes:

ORDINARY RESOLUTION

The following resolution part (a) and (b) will each be proposed to be considered and if thought appropriate passed with or without amendments as an ordinary resolution of the Company:

“ THAT :

• (a) the conditional cash offer (“ Offer ”) by Yu Ming Investment Management Limited on behalf of the Company to repurchase up to 183,833,040 shares of nominal value of HK$1.00 each in the issued share capital of the Company (“ Shares ”) at a price of HK$1.30 per Share in cash and subject to the terms and conditions set out in the Offer Document (a copy of which marked “A” has been produced to the SGM and initialed by the chairman of the SGM for the purpose of identification) together with the accompanying acceptance form despatched to the shareholders of the Company (the “ Shareholders ”) and dated 16 November 2017 be approved, without prejudice and in addition to the existing authority of the Company under the general mandate to

• for identification purpose only

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repurchase Shares granted by the Shareholders at the annual general meeting of the Company on 24 November 2016 and/or the general mandate to repurchase Shares to be granted by the Shareholders at the annual general meeting of the Company to be held on 4 December 2017, and that any one of the directors of the Company be and is hereby authorised to execute all such documents with or without amendments and do all such things as he/she considers desirable, necessary or expedient in connection with or to give effect to any matters relating to or in connection with the Offer including without limitation, completion of the Offer; and

• (b) the waiver (“ Whitewash Waiver ”) in respect of any obligation under Hong Kong Codes on Takeovers and Mergers and Share Buy-backs (the “ Codes ”) of Allied Properties Investments (1) Company Limited and parties acting in concert (such term as defined in the Codes) with it to make a mandatory general offer for the issued Shares not held by them which may, but for such Whitewash Waiver, arise upon completion of the Offer be and is hereby approved, and that any one of the directors of the Company be and is hereby authorised to execute all such documents with or without amendments and do all such things as he/she considers desirable, necessary or expedient in connection with or to give effect to any matters relating to or in connection with the Whitewash Waiver.”

By Order of the Board APAC Resources Limited Arthur George Dew Chairman

Hong Kong, 16 November 2017

Notes:

1. Any member entitled to attend and vote at the meeting will be entitled to appoint a proxy or, if such member is a holder of two or more shares, proxies to attend and vote in such member’s stead. A proxy need not be a member of the Company but must attend the meeting in person to represent the appointing member.

2. To be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority, must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or any adjournment thereof (as the case may be) and in such event the instrument appointing the proxy shall be deemed to be revoked.

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1. Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she/it 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 of members of the Company in respect of the joint holding.

2. To ascertain shareholders’ eligibility to attend and vote at the meeting, the register of members of the Company will be closed from Wednesday, 29 November 2017 to Monday, 4 December 2017, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify to attend and vote at the meeting, all transfers of share ownership, accompanied by the relevant share certificates, must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 28 November 2017.

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

Executive Directors:

• Mr. Brett Robert Smith (Deputy Chairman)

• Mr. Andrew Ferguson (Chief Executive Officer)

Non-Executive Directors:

• Mr. Arthur George Dew (Chairman)

  • (Mr. Wong Tai Chun, Mark as his alternate)

• Mr. Lee Seng Hui

• Mr. So Kwok Hoo

• Independent Non-Executive Directors:

• Dr. Wong Wing Kuen, Albert

• Mr. Chang Chu Fai, Johnson Francis

• Mr. Robert Moyse Willcocks

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