Persistence Gold Group Ltd — M&A Activity 2003

Oct 21, 2003

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.

PROFIT HARBOUR INVESTMENTS LIMITED

(incorporated in the British Virgin Islands with limited liability)

MANDATORY UNCONDITIONAL CASH OFFERS BY

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ON BEHALF OF PROFIT HARBOUR INVESTMENTS LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF HK$0.10 EACH AND ALL OUTSTANDING OPTIONS TO SUBSCRIBE FOR SHARES IN SHANGHAI MERCHANTS HOLDINGS LIMITED OTHER THAN THOSE ALREADY ACQUIRED BY PROFIT HARBOUR INVESTMENTS LIMITED AND

PARTIES ACTING IN CONCERT WITH IT

RESULTS OF THE OFFERS

As at 4:00 p.m. on 21st October, 2003, the Offeror has received valid acceptances in respect of 1,616,000 Shares under the Share Offer, representing approximately 0.39% of the entire issued share capital of the Company. In addition, no acceptance has been received from the Optionholders.

Taking into account the valid acceptances of the Share Offer in respect of 1,616,000 Shares, the Offeror and parties acting in concert with it will be interested in 262,602,000 Shares, representing approximately 63.58% of the total issued share capital of the Company.

The Offeror has appointed Appleby Spurling & Kempe, legal advisor in Bermuda, on 14th October, 2003 to make an application to the Bermuda Court for an order to remove the Receiver of the Company. After the successful removal of the Receiver, the existing directors of the Company will appoint Mr. Yue and Mr. Lau Yau Cheung, Brent as new directors of the Company and thereafter the existing directors of the Company will resign. Further announcement(s) regarding the above matters will be made as and when appropriate.

Reference is made to the offer document issued by the Offeror dated 23rd September, 2003 (“Offer Document”). Unless otherwise defined, terms used in this announcement shall have the same meanings as defined in the Offer Document.

The latest time for acceptance of the Offers was 4:00 p.m. on 21st October, 2003 and the Offers were closed on 21st October, 2003. As at 4:00 p.m. on 21st October, 2003, the Offeror has received valid acceptances in respect of 1,616,000 Shares under the Share Offer, representing approximately 0.39% of the entire issued share capital of the Company. In addition, no acceptance has been received from the Optionholders.

Immediately before the commencement of the Offers, the Offeror and parties acting in concert with it were interested in 260,986,000 Shares, representing approximately 63.19% of the total issued share capital of the Company. Taking into account the valid acceptances of the Share Offer in respect of 1,616,000 Shares, the Offeror and parties acting in concert with it will be interested in 262,602,000 Shares, representing approximately 63.58% of the total issued share capital of the Company. As a result,

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the independent shareholders of the Company will be interested in 150,398,000 Shares, representing approximately 36.42% of the total issued share capital of the Company, which is sufficient for maintaining the minimum percentage of 25% of Shares in public hands as required under Rule 8.08 of the Listing Rules.

The Offeror has appointed Appleby Spurling & Kempe, legal advisor in Bermuda, on 14th October, 2003 to make an application to the Bermuda Court for an order to remove the Receiver of the Company. After the successful removal of the Receiver, the existing directors of the Company will appoint Mr. Yue and Mr. Lau Yau Cheung, Brent as new directors of the Company and thereafter the existing directors of the Company will resign. Further announcement(s) regarding the above matters will be made as and when appropriate.

By Order of the board of Profit Harbour Investments Limited Mr. Yue Jialin Director

Hong Kong, 21st October, 2003

The director of the Offeror accepts full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and that 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 Standard"

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