Persistence Gold Group Ltd — M&A Activity 2002

Mar 25, 2002

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 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.

Ying Wing Holdings Limited

(incorporated in Bermuda with limited liability)

Mandatory general offer by

Kingsway SW Securities Limited

on behalf of

Angel Field Limited

to acquire all the issued Shares of

Ying Wing Holdings Limited

at the price of HK$0.418 per Share

(other than those already owned by

Angel Field Limited or parties acting in concert with it)

DESPATCH OF THE OFFEREE DOCUMENT

Copies of the Offeree Document in relation to, inter alia, the Offer will be despatched on 25th March, 2002. Shareholders should read the Offeree Document in particular, the letter from the Independent Board Committee and the letter of advice from the joint independent financial advisers, before taking any action with regard to their holding of Shares.

The statement of the pro forma unaudited adjusted consolidated net tangible asset value of the Group upon completion of the Sale and Purchase Agreement and the Disposal Agreement contained in the Offeree Document are set out below.

Reference is made to the announcement dated 25th January, 2002 jointly issued by the Company and Angel Field regarding the Offer and the Disposal, the circular to the Shareholders dated 22nd February, 2002 (the "Circular") issued by the Company in relation to the Disposal, and the Offer Document dated 14th March, 2002 issued by Angel Field to the Shareholders containing details of the Offer. Defined terms and expressions used herein shall have the same meanings as those in the Circular unless otherwise stated.

DESPATCH OF THE OFFEREE DOCUMENT

The Board announces that copies of the circular of the Company (the "Offeree Document") containing, inter alia, (i) the letter from the Board; (ii) the letter from the Independent Board Committee; and (iii) the letter of advice from the joint independent financial advisers, AMS Corporate Finance Limited and Hantec Capital Limited, in connection with the Offer will be despatched to the Shareholders on 25th March, 2002.

The latest time and date for acceptance of the Offer will be at 4:00 p.m. on Thursday, 11th April, 2002. The closing time and date of the Offer will be at 9:30 a.m. on Friday, 12th April, 2002.

Shareholders should read the Offeree Document in particular, the letter from the Independent Board Committee and the letter of advice from the joint independent financial advisers, before taking any action with regard to their holding of Shares.

STATEMENT OF PRO FORMA UNAUDITED ADJUSTED CONSOLIDATED NET TANGIBLE ASSET VALUE OF THE GROUP

The Offeree Document also contains the statement of the pro forma unaudited adjusted consolidated net tangible asset value of the Group upon completion of the Sale and Purchase Agreement and the Disposal Agreement, which is as follows:

	HK$'000		HK$'000		HK$'000
Audited consolidated net asset value of the Group as at 31st December, 2000					111,073
Unaudited consolidated net loss attributable to Shareholders of the Group for
the 11 months ended 30th November, 2001					(45,399	)
Pro forma unaudited adjusted consolidated net asset value of the Group before
the Disposal					65,674
Consideration for the Disposal satisfied by repayment of certain liabilities of
the Fabric Group			24,600
Pro forma unaudited combined net asset value of the Snack Food Business
Companies as at 31st December, 2000	(75,730	)
Dividend paid by one of the Snack Food Business Companies to its immediate
holding company	28,500
Pro forma unaudited combined net loss of the Snack Food Business Companies
for the 11 months ended 30th November, 2001 (Note 1)	22,630
Pro forma unaudited combined net tangible asset value of the Snack Food
Business Companies as at 30th November, 2001			(24,600	)
Profit / Loss on the Disposal					-
Surplus arising from the revaluation of the Fabric Group's land and buildings
as at 31st December, 2001 (Note 2)					523
Pro forma unaudited adjusted consolidated net tangible asset value of the Group
upon completion of the Disposal					66,197
Pro forma unaudited adjusted consolidated net tangible asset value per Share of
the Group upon completion of the Disposal (Note 3)					HK$0.331

Notes:

1. The pro forma unaudited combined net loss of the Snack Food Business Companies for the 11 months ended 30th November, 2001 includes the written off of intangible assets of the Snack Food Business Companies of approximately HK$1,583,000. Such intangible assets were the cost of technical know-how and trademarks.

2. Based on the valuation of the Fabric Group's land and buildings by an independent valuer, Castores Magi Surveyors Limited, the report of which is set out in appendix II to this circular, a surplus amounting to approximately HK$522,657 has arisen on the revaluation of the Fabric Group's land and buildings as at 31st December, 2001. The Directors have confirmed that it is the accounting policy of the Group not to incorporate such surplus into the Group's financial statements for the year ended 31st December, 2001.

3. The calculation of pro forma unaudited adjusted consolidated net tangible asset value per Share is based on 200,000,000 Shares in issue as at the Latest Practicable Date.

By order of the board of

Ying Wing Holdings Limited

Tsoi Hon Chung

Chairman

Hong Kong, 22nd March, 2002

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquires, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

Please also refer to the published version of this announcement in the Hong Kong iMail Post dated 25/3/2002