Persistence Gold Group Ltd — Capital/Financing Update 2005

Apr 15, 2005

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)

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

The Company announces that it had on 12th April 2005 secured the New Loan Arrangement which will be secured by debenture on a first floating charge basis over the undertaking, property and assets of the Company and one of its subsidiaries.

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

The Company announces that it had on 12th April 2005 secured the New Loan Arrangement pursuant to which the lender, being an Independent Third Party and qualified money lender under the Money Lenders Ordinance, had agreed to provide to the Company a twelve months term loan facility commencing from the expected drawdown date of 28th April 2005, for an amount of HK$15,000,000.00 with interests at 5% per annum over prime interests rate payable monthly in arrears, which will be secured by debenture on a first floating charge basis over the undertaking, property and assets of the Company and one of its subsidiaries.

The said loan will be applied to repay the Company’s existing term loans. The interests rate and loan period of the New Loan Arrangement are respectively lower and longer than the Company’s existing term loans. Other than the interests rate and loan period, the material terms of the New Loan Arrangement will be the same as the Company’s existing term loans.

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:–

• “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)

• “New Loan Arrangement” the finance arrangement obtained by the Company with a maximum loan facility of HK$15,000,000.00 under the facility letter between, inter alia, an Independent Third Party lender and the Company entered into on 12nd April 2005

• “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

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, 14th April 2005

* For identification purpose only

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

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