Persistence Gold Group Ltd — Proxy Solicitation & Information Statement 2006

Jun 1, 2006

SHANGHAI MERCHANTS HOLDINGS LIMITED

*

(Incorporated in Bermuda with limited liability)

(Stock code: 1104)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “Meeting”) of Shanghai Merchants Holdings Limited (the “Company”) will be held at 20th Floor, Central Tower, 28 Queen’s Road, Central, Hong Kong on Monday, 19 June 2006 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT the authorised share capital of the Company be and is hereby increased from HK$100,000,000 divided into 1,000,000,000 shares of HK$0.10 each (“Shares”) to HK$200,000,000 divided into 2,000,000,000 Shares by the creation of an additional 1,000,000,000 Shares ranking pari passu in all respects with the existing issued and unissued Shares of the Company.”

2. “ THAT , subject to and conditional upon (i) the Listing Committee of The Stock Exchange of Hong Kong Limited granting or agreeing to grant, the listing of, and permission to deal in, the shares of HK$0.10 each in the capital of the Company (the “Shares”) to be issued by way of rights in their nil-paid and fully paid forms, as described in a circular dated 1 June 2006 despatched to the shareholders of the Company (the “Circular”) containing the notice of the special general meeting of the Company of which this resolution forms part, a copy of which has been submitted to the meeting marked “A” and signed by the chairman for identification purposes; (ii) the filing with and registration of all relevant documents in relation to the Rights Issue (as defined below) by the Company with the Registrar of Companies in Hong Kong and Bermuda on or prior to the date of the Prospectus (as defined in the Circular); (iii) the obligations of Sun Hung Kai International Limited and Profit Harbour Investments Limited under the Underwriting Agreement (as defined in the Circular) not being terminated in accordance with its terms or otherwise and (iv) the trading of the Shares on the Stock Exchange resuming on or before 14 July 2006 (or any subsequent date as may be agreed in writing by the Company and the Underwriter),

   • (a) the issue by way of rights (the “Rights Issue”) of 826,000,000 Shares (the “Rights Share(s)”) to the holders of Shares whose names appear on the register of members of the Company at the close of business on 15 June 2006 other than the Excluded Shareholders (as defined in the Circular), in the proportion of two Rights Shares for every Share held at the subscription price of HK$0.10 per Rights Share and

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otherwise on the terms of the Rights Issue as set out in the Circular be and is hereby approved, and the directors of the Company (the “Directors”) be and are hereby authorised to allot and issue the Rights Shares pursuant to or in connection with the Rights Issue notwithstanding that the same may be offered, allotted or issued otherwise than pro rata to the existing shareholders of the Company and, in particular (i) no dealing in Shares on the Stock Exchange on a cum-rights or ex-rights basis; (ii) the trading of nil-paid Rights Shares is not applicable to the Rights Issue; and (iii) no Rights Shares shall be offered to the Excluded Shareholders.

• (b) the Directors be and are hereby authorised to make such other exclusions or other arrangements in relation to the Excluded Shareholders as they may deem necessary or expedient and generally to do such things or make such arrangements as they may think fit to give effect to the Rights Issue.”

1. “That in the event that the conditions in Resolution no. 2 hereof are not fulfiled, the Directors be and are hereby authorised to make arrangements in relation to cancel all subscription of the Rights Shares (including those subscribed or procured by the Underwriter for subscription) in compliance with the Bye-Laws and all applicable laws and regulations and refund cheques in respect of the amount validly tendered and received for subscription (including such amount received by the Company for Rights Shares subscribed or procured by the Underwriter for subscription), in full without interest on or before 21 July 2006 and any other arrangements as they may deem necessary or expedient and generally to do such things or make such arrangements as they may think fit to give effect to cancel the Rights Issue.”

By Order of the Board Shanghai Merchants Holdings Limited Yue Jialin Chairman

Hong Kong, 1 June 2006

Registered office: Head office and principal Clarendon House place of business in Hong Kong: 2 Church Street Rooms 2808-10, 28/F., Hamilton HM11 Wing On House Bermuda 71 Des Voeux Road Central Hong Kong

Notes:

• (1) Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. In case of a recognised clearing house, it may authorise such person(s) as it thinks fit to act as its representative(s) of the meeting and vote in its stead.

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• (2) 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 certified copy of that power of attorney or authority must be deposited at the branch share registrars of the Company in Hong Kong, Secretaries Limited, 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

• (3) In accordance with Rule 7.19(6)(a) of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), the proposed resolutions no. 2 and 3 for the Rights Issue is subject to the approval of the Independent Shareholders on which any controlling shareholders and their associates shall abstain from voting in favour at the Meeting. Accordingly, Profit Harbour Investments Limited, which is interested in 262,602,000 shares, representing 63.58% of the entire issued share capital of the Company, and its associates, if any, shall abstain from voting to approve the Rights Issue and the voting on such proposed resolutions no. 2 and 3 will be conducted by way of a poll.

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Yue Jialin (Chairman) and Mr. Lau Yau Cheung (Chief Executive Officer) and three independent non-executive Directors, namely Mr. Wong Wing Kuen, Albert, Mr. Tsui Robert Che Kwong and Mr. Wu Guo Jian.

* For identification purpose only

Please also refer to the published version of this announcement in The Standard.

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