Persistence Gold Group Ltd — Board/Management Information 2004

Apr 6, 2004

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

(Incorporated in Bermuda with limited liability)

(the “Company”)

NOTICE OF SPECIAL GENERAL MEETING CONVENED BY REQUISITIONISTS PURSUANT TO SECTION 74 OF THE COMPANIES ACT 1981 OF BERMUDA AND BYE-LAW 58 OF THE BYE-LAWS OF THE COMPANY

NOTICE IS HEREBY GIVEN that a SPECIAL GENERAL MEETING of the Company will be held at Chater Room 1, B/3, Regal Hongkong Hotel of 88 Yee Wo Street, Causeway Bay, Hong Kong on 26th April, 2004 at 9:00 a.m. for the purpose of considering and (if thought fit) passing the following resolution as a Special Resolution of the Company:

SPECIAL RESOLUTION

“ THAT Ms. MO Yuk Ping and Ms. GONG Bei Ying, Angela be removed as directors of the Company with immediate effect and that the resulting vacancies on the board of directors be filled immediately thereafter in accordance with bye-law 86(5) of the bye-laws of the Company.”

This Special General Meeting is being convened by us pursuant to the powers conferred by section 74 of the Companies Act 1981 of Bermuda (as amended) and Bye-law 58 of the Bye-laws of the Company.

Names of the Requisitionists	No. of Shares	Signatures#
Profit Harbour Investments Limited	262,602,000
	(approximately 63.6%)
Hong Lui Cynthia	20,000,000
	(approximately 4.8%)

Dated this 2nd day of April, 2004.

• A copy of this Notice bearing the Requisitionists’ original signatures can be inspected during the normal business hours at the offices of Appleby Spurling & Kempe, Bermuda attorneys to the Requisitionists located at 5511, The Center, 99 Queen’s Road Central, Hong Kong until the conclusion of the Special General Meeting on 26th April, 2004.

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Notes:

• (1) A member entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the general meeting. A proxy need not be a member of the Company.

• (2) In order to be valid, the proxy form together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority, must be deposited at Messrs. P. C. Woo & Co. of 12th Floor, Prince’s Building, 10 Chater Road, Central, Hong Kong not less than 48 hours before the time for holding the meeting or any adjourned meeting.

• (3) Completion and delivery of the form of proxy will not preclude members from attending and voting at the meeting convened, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (4) A circular containing the explanatory statement will be attached with this Notice of Special General Meeting.

• (5) Should you have any queries relating to this Notice please contact Messrs. P. C. Woo & Co., Solicitors acting of the requisitionists, of 12th Floor, Prince’s Building, 10 Chater Road, Central, Hong Kong.

• for identification purpose

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

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