Persistence Gold Group Ltd — Capital/Financing Update 2004

Nov 23, 2004

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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

(incorporated in Bermuda with limited liability)

(Stock Code: 1104)

FURTHER FINANCE OBTAINED BY THE COMPANY INVOLVING SECURITY OVER ASSETS OF ITS SUBSIDIARY

The Company announces that it had on 22nd November 2004 entered into a Supplemental Loan Agreement pursuant to which the amount of loan facility under the Loan Agreement will be increased from HK$5,000,000.00 to HK$15,000,000.00. Such amount of loan will be applied as general working capital of the Company.

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

Reference is made to the announcement of the Company dated 30th August 2004.

The Company announces that it had on 22nd November 2004 entered into a Supplemental Loan Agreement pursuant to which the lender, being an Independent Third Party and qualified money lender under the Money Lenders Ordinance, had agreed to increase the amount of the loan facility under the Loan Agreement from HK$5,000,000.00 to HK$15,000,000.00 commencing from the drawdown of such additional sum on the same date, being 22nd November 2004.

The Supplemental Loan Agreement will be secured by a debenture on a first floating charge over the undertaking, property and assets of Asia Cheer for the duration thereof. Such amount of loan will be applied as general working capital of the Company.

GENERAL

This announcement is made by the Company pursuant to Rules 13.09 of the Listing Rules. Apart from the aforesaid, the Board has no further information and is not aware of any other information in respect of the above which is or may be of a price-sensitive nature. If the Company shall become aware of any further material development or information and thereby become obliged to make a disclosure pursuant to the Listing Rules, the Board will in such event comply with the appropriate disclose requirements as appropriate.

Trading in Shares has been suspended with effect from 9:30 a.m. on 2nd June 2003 and remains suspended until further notice.

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DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:

“Asia Cheer” Asia Cheer Trading Limited, a wholly-owned subsidiary of the Company and incorporated in Hong Kong with limited liability “Board” the board of Directors “Company” Shanghai Merchants Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed and traded on the Stock Exchange “Director(s)” the director(s) of the Company “Independent Third Party” a person or a company independent of and not connected with any of the directors, chief executives, substantial shareholders of the Company or any of its subsidiaries or their respective associates (such terms as defined in the Listing Rules) “Loan Agreement” the agreement between, inter alia, the lender and the Company dated 30th August 2004 “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange “Money Lenders Ordinance” Money Lenders Ordinance (Chapter 163 of The Laws of Hong Kong) “Shares” ordinary shares of nominal value HK$0.10 each in the share capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supplemental Loan Agreement” the agreement between, inter alia, the lender and the Company dated 22nd November 2004 which is supplemental to the Loan Agreement

DIRECTORS OF THE COMPANY

As at the date hereof, the Board currently comprises of Mr. Yue Jialin and Mr. Lau Yau Cheung Brent, both of whom are executive Directors and Mr. Wong Wing Kuen, Albert, Mr. Tsui Robert Che Kwong and Mr. Wu Guo Jian, all of them are independent non-executive Directors.

By Order of the Board Yue Jialin Chairman

Hong Kong, 23rd November, 2004

* For identification purpose only

• “Please also refer to the published version of this announcement in The Standard”

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