Persistence Gold Group Ltd — Major Shareholding Notification 2002

Apr 15, 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 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.

Ying Wing Holdings Limited

(incorporated in Bermuda with limited liability)

RESTORATION OF PUBLIC FLOAT AND PLACING OF EXISTING SHARES

BY THE CONTROLLING SHAREHOLDER

Placing Agent

Kingsway SW Securities Limited

The Board has been notified by Angel Field that (i) it has disposed of 4,286,000 Shares in the open market on 12 April, 2002 with a view to restoring the public float of the Company as required under the Listing Rules, and (ii) it has entered into the placing agreement on 12 April, 2002 with the Placing Agent to place, on a fully underwritten basis, 3,104,000 Shares at the price of HK$0.418 per Placing Share. The shares under the Disposal and the Placing (being 7,390,000 Shares in aggregate) represent approximately 3.70% of the existing issued Shares.

As disclosed in the announcement of the Company dated 11 April, 2002, subject to completion of the transfer of the 5,104,000 Offer Shares to Angel Field, Angel Field and parties acting in concert with it will be interested in approximately 76.55% of the existing issued Shares. The Disposal and the Placing will reduce the aggregate attributable interest of Angel Field and parties acting in concert with it in the issued Shares to approximately 72.86% of the existing issued Shares. After the Disposal and the Placing, approximately 27.14% of the issued Shares will be held in the hands of the public.

Background information of the new independent non-executive directors of the Company is also set out in this announcement.

The Board noted the recent increases in the price and trading volume of the Shares and wishes to state that save for the close of the Offer and the Disposal and Placing as announced today, it is not aware of any reasons for such increases in the price and trading volume of the Shares.

Reference is made to the offer document dated 14 March, 2002 (the "Offer Document") issued by Angel Field Limited ("Angel Field") and to the announcement jointly made by Ying Wing Holdings Limited (the "Company") and Angel Field dated 11 April, 2002 in relation to the mandatory general offer made by Angel Field to acquire issued shares of the Company (the "Announcement"). Terms used in this announcement shall have the same meanings as those defined in the Offer Document unless the context otherwise requires.

The board of directors of the Company (the "Board") has been notified by Angel Field that (i) it has disposed of 4,286,000 Shares in the open market (within the range of HK$0.53 and HK$0.60 per Share) on 12 April, 2002 (the "Disposal") with a view to restoring the public float of the Company as required under the Listing Rules, and (ii) it has entered into the placing agreement on 12 April, 2002 (the "Placing Agreement") with Kingsway SW Securities Limited (the "Placing Agent"), and details of which are stated as below.

PLACING AGREEMENT DATED 12 APRIL, 2002

Basis of Placing:

The Placing Agent will place the Shares on a fully underwritten basis (the "Placing").

Placees:

The placees will be independent professional, institutional and/or individual investors (the "Placees") to be procured by the Placing Agent for the Placing.

Number of Shares to be placed:

3,104,000 Shares (the "Placing Share(s)"), representing approximately 1.55% of the existing issued Shares.

Placing Price:

HK$0.418 per Placing Share (the "Placing Price")

The Placing Price represents a discount of 24% to the closing price of HK$0.55 per Share on 12 April, 2002 (being the last day of trading in the Shares on the Stock Exchange prior to the release of this announcement) and a discount of approximately 5.43% to the average closing price of HK$0.442 per Share for the ten trading days up to and including 12 April, 2002. The Placing Price was determined with reference to the market price of the Shares and after arm's length negotiations between the Placing Agent and Angel Field.

SHAREHOLDING OF ANGEL FIELD

As disclosed in the Announcement, subject to completion of the transfer of the 5,104,000 Offer Shares to Angel Field, Angel Field and parties acting in concert with it will be interested in approximately 76.55% of the existing issued Shares.

The Disposal and the Placing (together being an aggregate of 7,390,000 Shares and representing approximately 3.70% of the existing issued Shares) will reduce the aggregate attributable interest of Angel Field and parties acting in concert with it in the issued Shares from approximately 76.55% to approximately 72.86% of the existing issued Shares as at the date of this announcement. After the Disposal and the Placing, approximately 27.14% of the issued Shares will be held in the hands of the public.

INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY

Further to the Announcement, set out below is the background information of the new independent non-executive directors of the Company:

Mr. LAU Siu, aged 49, has over 25 years of experience in the banking and financial services industry. Mr. Lau holds a Bachelor of Social Science degree from The State University of New York. He previously worked for Liu Chong Hing Bank Limited and Kooll Consolidation International Limited, but has since 2000 returned to Liu Chong Hing Bank Limited and is currently a senior manager.

Mr. Gordon NG, aged 37, has been a practicing lawyer in Hong Kong since 1994. He is now a partner at an international law firm specialising in corporate/corporate finance. Mr. Ng holds a Bachelor of Science degree in Microbiology and Biochemistry and a Master of Science degree, both from the University of London. He was admitted to practice as a solicitor in England and Wales in 1993. He is a member of both The Law Society of Hong Kong and The Law Society of England and Wales.

RECENT FLUCTUATIONS IN THE PRICE AND TRADING VOLUME OF THE SHARES

The Board noted the recent increases in the price and trading volume of the Shares and wishes to state that save for the close of the Offer and the Disposal and Placing as announced today, it is not aware of any reasons for such increases in the price and trading volume of the Shares.

The Board also confirms that there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under paragraph 3 of the Listing Agreement, neither is the Board aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature.

Made by the order of the Board and the directors of the Company individually and jointly accept responsibility for the accuracy of the statement under this heading.

By order of the board of

Ying Wing Holdings Limited

Mo Yuk Ping

Chairman

Hong Kong, 12th April, 2002

Please also refer to the published version of this announcement in the Hong Kong iMail Post dated 15/4/2002