Persistence Gold Group Ltd — Capital/Financing Update 2006

Jun 1, 2006

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.

SHANGHAI MERCHANTS HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 1104)

DESPATCH OF CIRCULAR AND REVISED TIMETABLE

DESPATCH OF CIRCULAR

The Circular will be despatched to the Shareholders on Thursday, 1 June 2006.

REVISED EXPECTED TIMETABLE

The Directors announce that the timetable as contained in the Announcement has been revised and set out below under the paragraph headed “Revised expected timetable” is the revised timetable with the changes underlined for ease of reference.

Reference is made to the announcement of Shanghai Merchants Holdings Limited dated 11 May 2006 (the “Announcement”) in relation to the proposed increase in authorised share capital, change in board lot size and proposed Rights Issue. Unless otherwise stated, terms used in this announcement shall have the same meanings as those defined in the Announcement.

DESPATCH OF CIRCULAR

The circular containing, among other things, (i) information on the proposed increase in authorised share capital; (ii) information on the change in board lot size; (iii) information on the proposed Rights Issue; (iv) the letter from the independent board committee of the Company to the Independent Shareholders containing its recommendation to the Independent Shareholders on the Rights Issue; (v) the letter from VC Capital Limited containing its advice to the independent board committee of the Company and the Independent Shareholders on the Rights Issue; (vi) certain financial and general information of the Group; and (vii) the notice of the SGM to consider and, if thought fit, approve the proposed increase in authorised share capital and the proposed Rights Issue and all transaction contemplated thereunder (the “Circular”), will be despatched to the Shareholders on Thursday, 1 June 2006.

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REVISED EXPECTED TIMETABLE

The revised expected timetable is set out below, with changes underlined for ease of reference.

2006

Last day of dealings in Shares on a cum-rights basis (Note 1) . . . . . . . . Tuesday, 13 June
Commencement date of dealings in
Shares on an ex-rights basis (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 14 June
Latest time for lodging transfers of Shares
in order to be entitled to the Rights Issue (Note 1) . . . . 4:00 p.m. on Thursday, 15 June
Register of members closes (both dates inclusive) . . . Friday, 16 June to Monday, 19 June
Latest time for lodging forms of proxy for the purpose
of the SGM (not less than 48 hours) . . . . . . . . . . . . . . . 10:00 a.m. on Saturday, 17 June
SGM Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10:00 a.m. on Monday, 19 June
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 19 June
Announcement of results of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 20 June
Despatch of the Prospectus Documents (in the case of the Excluded
Shareholders, the Overseas Letter and the Prospectus only) . . . . . . . . . .Tuesday, 20 June
Register of members reopens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 20 June
Latest time for splitting nil-paid
Rights Shares (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. on Wednesday, 28 June
Latest time for acceptance of, and payment of Rights Shares
and application for excess Right Shares (Note 2) . . . . . .4:00 p.m. on Wednesday, 5 July
Expected date for the Rights Issue to become
unconditional under the Underwriting Agreement . . . . . . . . . .5:00 p.m. on Friday, 7 July
Announcement of results of the Rights
Issue and excess applications for the excess Rights Shares . . . . . . . .Wednesday, 12 July
Despatch of certificates for the fully-paid Rights Shares (Note 4) . . . . . . . .Friday, 14 July
Refund cheques in respect of wholly or partially unsuccessful
applications for excess Rights Shares to be despatched . . . . . . . . . . . . . . .Friday, 14 July
Expected date for resumption of trading in Shares (Note 4) . . . . . . . . . . . . .Friday, 14 July

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Effective date for the change in board

lot size from 2,000 Shares to 20,000 Shares (Note 3) . . . . . . . . . . . . . . . .Friday, 14 July

Dealings in fully-paid Rights Shares commence (Note 4) . . . . . . . . . . . . . .Monday, 17 July

Odd lots matching services . . . . . . . . . . . . . . . . . . . . .Friday, 14 July to Monday, 14 August

All the times above refer to Hong Kong times. The dates stated herein for events mentioned in the timetable are for indicative purpose only and may be extended or varied. Any change to the expected timetable will be announced as appropriate.

Notes:

1. Since the trading of Shares on the Stock Exchange will continue to be suspended until resumption of trading in Shares on the Stock Exchange is granted by the Stock Exchange, there will be no dealings in Shares on the Stock Exchange on a cum-rights or ex-rights basis and the trading of nil-paid Rights Shares is not applicable to the Rights Issue.

The holders of nil-paid Rights Shares can sell their nil-paid Rights Shares off the market at their sole discretion and no arrangement will be provided by the Company for the trading of the nil-paid Rights Shares off the market. The latest time for splitting nil-paid Rights Shares is at 4:00 p.m. on Wednesday, 28 June 2006 and details of such arrangement are set out in the paragraph headed “Basis of provisional allotment” under the section headed “Letter from the Board” in the Circular.

1. The latest time of acceptance of and payment for Rights Shares and application for excess Rights Shares will not take place if there is:

2. a tropical cyclone warning signal number 8 or above, or

3. a “black” rainstorm warning

4. (i) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the Final Acceptance Date. Instead the latest time of acceptance of and payment for the Rights Shares and application for excess Right Shares will be extended to 5:00 p.m. on the same Business Day;

5. (ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the Final Acceptance Date. Instead the latest time of acceptance of and payment for the Rights Shares and application for excess Rights Shares will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.

If the latest time for acceptance of and payment for the Rights Shares and application for excess Rights Shares does not take place on the Final Acceptance Date, the dates mentioned above may be affected. A press announcement will be made by the Company in such event.

1. The Rights Shares certificates will be issued in board lots of 20,000 Rights Shares or its multiples, wherever possible.

In order to facilitate the trading of odd lots of the Shares after the change in board lot size, the Company has procured Sun Hung Kai Investment Services Limited as an agent to arrange for the matching of odd lots on behalf of the Shareholders. Details of such arrangements are set out in the paragraph headed “Change in board lot size” under the section headed “Letter from the Board” in the Circular.

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1. In the event that the trading of the Shares on the Stock Exchange is unable to be resumed on or before 14 July 2006 (or any subsequent date as may be agreed in writing by the Company and the Underwriter), all subscription of the Rights Shares (including those subscribed or procured by the Underwriter for subscription) will be cancelled in compliance with the Bye-Laws and all applicable laws and regulations and refund cheques in respect of the amount validly tendered and received for subscription (including such amount received by the Company for Rights Shares subscribed or procured by the Underwriter for subscription), in full without interest, will be sent by ordinary post to the subscribers at their own risks on or before 21 July 2006 and further announcement will be made by the Company in this regard. If this happens, certificates for the Rights Shares will not be despatched. In that case, there will be no change in board lot size and the board lot size for trading in Shares will remain at 2,000 Shares. In the event that the trading of Shares on the Stock Exchange is resumed later than 14 July 2006, an announcement will be issued in due course addressing whether there will be refund cheques and change in board lot size. In any event, certificates for Rights Shares will only be despatched on the date of resumption of trading in Shares on the Stock Exchange.

By order of the Board Shanghai Merchants Holdings Limited Yue Jialin Chairman

Hong Kong, 30 May 2006

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Yue Jialin (Chairman) and Mr. Lau Yau Cheung (Chief Executive Officer) and three independent non-executive Directors namely Mr. Wong Wing Kuen, Albert, Mr. Tsui Robert Che Kwong and Mr. Wu Guo Jian.

• For identification purpose only

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

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