Persistence Gold Group Ltd — Proxy Solicitation & Information Statement 2004

Aug 30, 2004

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SHANGHAI MERCHANTS HOLDINGS LIMITED 上海商貿控股有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 1104)

Form of proxy for use at the Annual General Meeting 2003 (or any adjournment thereof) of Shanghai Merchants Holdings Limited (上海商貿控股有限公司 )* (the “Company”) to be convened at 10:30 a.m. on 22nd September 2004 at Chater Room 1, B/3, Regal Hong Kong Hotel of 88 Yee Wo Street, Causeway Bay, Hong Kong

I/We[1] o f

being the registered holder(s) of[2] of the Company, HEREBY APPOINT[3] of

shares of HK$0.10 each in the capital

or failing him, the Chairman of the Meeting as my/our proxy to act for me/us at the Annual General Meeting 2003 of the Company to be held at 10:30 a.m. on 22nd September 2004 at Chater Room 1, B/3, Regal Hong Kong Hotel of 88 Yee Wo Street, Causeway Bay, Hong Kong or at any adjournment thereof for the purpose of considering and, if thought fit, passing the undermentioned resolution (the full text of which as detailed in the Notice of Annual General Meeting 2003 dated 27 August 2004, with or without modifications and at such Meeting (or at any adjournment thereof) to vote on my/our behalf in respect of the said resolution in such manner or, if no such indication is given, as my/our proxy thinks fit.[4]

For Against

To receive and consider financial statements and reports of the directors and auditors for the year ended 31 December 2002

Dated this day of 2004

Signature[5]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK “ ” IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK “ ” IN THE RELEVANT BOX MARKED “AGAINST”. Failure to complete the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the meeting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized.

6. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the Meeting personally or by proxy, then the joint holder whose name stands first on the register of members of the Company in respect of such share shall (personally or by proxy) alone be entitled to vote in respect thereof.

7. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited at Secretaries Limited at 28th Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting.

8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

10. ANY ALTERATIONS MADE IN THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

* for identification purpose only