Persistence Gold Group Ltd — M&A Activity 2002

Mar 11, 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)

Discloseable and connected transaction

in relation to the disposal of the

entire interest in the Snack Food Business Companies

and

Special deal under Rule 25 of the Takeovers Code

Results of the SGM

The Board wishes to announce that the proposed resolution relating to the Disposal Agreement was unanimously approved by all the Independent Shareholders both present and voting in person or proxy at the SGM held on 11th March, 2002 by way of a poll.

It is expected that an offer document containing, among other things, the terms of the Offer will be despatched to the Shareholders on or before 18th March, 2002.

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

RESULTS OF THE SGM

The Board wishes to announce that the proposed resolution relating to the Disposal Agreement was unanimously approved by all the Independent Shareholders both present and voting in person or proxy at the SGM held on 11th March, 2002, being Independent Shareholders holdings an aggregate of 23,974,000 Shares, representing approximately 12.0% of the existing issued share capital of the Company, by way of a poll.

COMPLETION OF THE DISPOSAL AGREEMENT AND SALE AND PURCHASE AGREEMENT

The Disposal Agreement and the Sale and Purchase Agreement are expected to complete on or about 13th March, 2002.

Upon completion of the Disposal Agreement and the Sale and Purchase Agreement, Kingsway Securities will make the Offer on behalf of Angel Field to acquire all the Offer Shares in issue not already owned by Angel Field or parties acting in concert with it. Details of the terms of the Offer, among other things, will be set out in an offer document to be issued by Angel Field and the accompanying form of acceptance and transfer, which will be despatched to the Shareholders within seven days of the fulfillment of the conditions precedent set out in the Sale and Purchase Agreement, i.e. expected to be on or before 18th March, 2002, with the Executive’s consent under Rule 8.2 of the Takeovers Code. In addition, under Rule 8.4 of the Takeovers Code, an offeree document to be issued by the Company containing, among other things, the opinions of the Independent Board Committee and the advice from AMS and Hantec in relation to the Offer will be despatched to the Shareholders within 14 days from the date of the offer document unless the Company obtains consent from Angel Field to extend the first closing date of the Offer and approval from the Executive in relation to the delay in despatch of the offeree document.

By order of the board of

Ying Wing Holdings Limited

Tsoi Hon Chung

Chairman

Hong Kong, 11th March, 2002

The Directors jointly and severally accept full responsibility for the accuracy of the information (other than that relating to Angel Field and its directors) 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 (other than that relating to Angel Field and its directors), the omission of which would make any statement in this announcement misleading.

The directors of Angel Field jointly and severally accept full responsibility for the accuracy of the information (other than that relating to the Company and the Directors) 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 (other than that relating to the Company and the Directors), 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 12 March 2002.