Persistence Gold Group Ltd — Proxy Solicitation & Information Statement 2014

Mar 13, 2014

APAC RESOURCES LIMITED 亞 太 資 源 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

FORM OF PROXY FOR SPECIAL GENERAL MEETING (OR ANY ADJOURNED MEETING)

I/We[1] of being the registered holder(s) of[2] shares of HK$0.10 each in the capital of abovenamed company (the ‘‘Company’’), HEREBY APPOINT[3] the chairman of the meeting or failing him

of as my/our proxy to attend and vote for me/us and on my/our behalf at the special general meeting and at any adjourned meeting thereof (the ‘‘Meeting’’) of the Company to be held at Lower Lobby, Plaza 3, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on 4 April 2014 at 2:30 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the under-mentioned resolutions as set out in the notice convening the Meeting in the manner as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

SPECIAL RESOLUTIONS FOR[4] AGAINST[4] (a) the conditional cash offer (‘‘Offer’’) by Yu Ming Investment Management Limited on behalf of the Company to buy back up to 680,000,000 shares of nominal value of HK$0.10 each in the issued share capital of the Company (‘‘Shares’’) at a price of HK$0.18 per Share in cash and subject to the terms and conditions set out in the offer document (a copy of which marked ‘‘A’’ has been produced to the SGM and initialled by the chairman of the SGM for the purpose of identification) together with the accompanying acceptance form despatched to the Shareholders and dated 13 March 2014 be approved, without prejudice to the existing authority of the Company under the general mandate to buy back Shares granted by the Shareholders at the annual general meeting of the Company on 5 December 2013, and that any one of the directors of the Company be and is hereby authorised to execute all such documents with or without amendments and do all such things as he/she considers desirable, necessary or expedient in connection with or to give effect to any matters relating to or in connection with the Offer including without limitation, completion of the Offer. (b) conditional upon passing of special resolution (a) above, a mandate be and is hereby unconditionally granted to the directors of the Company to buy back up to 680,000,000 Shares at a price of HK$0.18 each and to reduce the share premium account of the Company in accordance with all applicable laws and the bye-laws of the Company for the purpose of providing for the premiums payable on the buy-back of up to 680,000,000 Shares pursuant to the Offer and any director of the Company be and is hereby authorised to execute (under the common seal of the Company if necessary and appropriate) and deliver any agreements, instruments and other documents, and do any other things, as such director shall in his/her absolute discretion deem necessary or desirable in connection with any of the matters contemplated by the foregoing. ORDINARY RESOLUTION (c) the waiver (‘‘Whitewash Waiver’’) in respect of any obligation under the Hong Kong Code on Takeovers and Mergers (‘‘Takeovers Code’’) and the Hong Kong Code on Share Repurchases of Taskwell Limited, Rise Cheer Investments Limited and parties acting in concert (such term as defined in the Takeovers Code) with any of them to make a mandatory general offer for the issued Shares not held by them which may, but for such Whitewash Waiver, arise upon completion of the Offer be and is hereby approved, and that any one of the directors of the Company be and is hereby authorised to execute all such documents with or without amendments and do all such things as he/she considers desirable, necessary or expedient in connection with or to give effect to any matters relating to or in connection with the Whitewash Waiver. Dated this day of 2014. Signature(s)[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. If any proxy other than the Chairman of the Meeting is preferred, delete the words ‘‘the Chairman of the meeting or failing him’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. RESOLUTION,IMPORTANT: IFTICKYOUTHEWISHBOXTOMARKEDVOTE FOR‘‘AGAINSTANY RESOLUTION,’’. Failure to tick TICKa box willTHEentitleBOXyourMARKEDproxy to‘‘castFORyour’’. IFvoteYOUat hisWISHdiscretion.TO VOTEYour proxyAGAINSTwill alsoANYbe 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 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.

6. ToEast,authority,beWanchai,valid,mustthisbeHongformdepositedKongof proxy,(whichat thetogetherbranchwill bewithsharerelocatedtheregistrarpowerto Levelofofattorneythe22,CompanyHopewellor otherin authorityHongCentre,Kong,183(if any)QueenTricorunder’sSecretariesRoadwhichEast,itLimitedisHongsignedKongat or26thawithnotariallyFloor,effectTesburycertifiedfrom Centre,31copyMarch28of 2014)suchQueenpowernot’s Roadlessor than 48 hours before the time appointed for holding the Meeting or any adjournment thereof (as the case may be).

7. Where there are joint holders of any share, any one of such joint holder may vote, either in person 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, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

8. Any member entitled to attend and vote at the Meeting will 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.

9. 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 revoked.

10. For identification purpose only