Persistence Gold Group Ltd — Proxy Solicitation & Information Statement 2005

May 3, 2005

SHANGHAI MERCHANTS HOLDINGS LIMITED

上海商貿控股有限公

(incorporated in Bermuda with limited liability)

(Stock Code: 1104)

FORM OF PROXY FOR ANNUAL GENERAL MEETING (OR ANY ADJOURNMENT THEREOF)

$I/We'$ ____________________________________ $of$

being the registered holder(s) of $2$ ______

shares of HK\$0.10 each in the capital of abovenamed company (the "Company"). HEREBY APPOINT³ the Chairman of the meeting or failing him

$\sigma$ f

as my/our proxy to attend and vote for me/us and on my/our behalf at the said meeting of the Company to be held at Chater Room 1, B/3 Regal Hongkong Hotel of 88 Yee Woo Street, Causeway Bay, Hong Kong, on Friday, 27 May 2005 at 10:00 a.m. (or at any adjournment thereof) in respect of the resolutions set out in the notice convening the said meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

		$FOR^4$	AGAINST 4
$\mathbf{1}$	To receive and consider the audited consolidated financial statements and the reports of directors and auditors for the year ended 31 December 2004.
2.	To re-elect Mr. Lau Yau Cheung as a director. $\left(1\right)$
	(ii) To re-elect Mr. Wong Wing Kuen, Albert as a director.
	(iii) To authorise the board of directors to fix the remuneration of the directors.
3.	To re-appoint auditors and to authorise the board of directors to fix their remuneration.
4.	To grant a general mandate to the directors to repurchase the Company's own shares.
5.	To grant a general mandate to the directors to allot shares in the Company.
6.	To include nominal amount of the shares repurchased by the Company under resolution no. 4 to the mandate granted to the directors to allot shares under resolution no. 5.

1. Dated this _ $day of$

Signature(s)⁵ $-$

Notes:

Full name(s) and address(es) to be inserted in BLOCK CAPITALS. $\mathbf{1}$ .

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 $\overline{2}$ . of the Company registered in your name(s).

If any proxy other than the Chairman of the Meeting is preferred, delete the words "the Chairman of the annual general meeting of the Company, or" and insert the name and address of the proxy desired in the space provided. 3.

IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED "AGAINST". Failure to tick a box will entitle your proxy to cast your vote at $\overline{4}$

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

To be valid, this 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 the Hong Kong Branch 6. be).

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 $\overline{7}$

$\overline{8}$ . Any member entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

Completion and deposit of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be deemed to have been revo 9

For identification purposes only