Persistence Gold Group Ltd — Proxy Solicitation & Information Statement 2014

Mar 13, 2014

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

APAC RESOURCES LIMITED

亞 太 資 源 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘SGM’’) of APAC Resources Limited (the ‘‘Company’’) will 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 following purposes:

SPECIAL RESOLUTIONS

The following resolutions (a) and (b) will each be proposed to be considered and if thought appropriate passed as a special resolution of the Company:

‘‘THAT:

• (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 of the Company (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;

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• (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

The following resolution will be proposed to be considered and if thought appropriate passed as an ordinary resolution of the Company:

• (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.’’

By Order of the Board APAC Resources Limited Chong Sok Un Chairman

Hong Kong, 13 March 2014

Notes:

1. Any member entitled to attend and vote at the meeting is entitled to appoint a proxy or, if such member is a holder of two or more shares, proxies to attend and vote in his stead. A proxy need not be a member of the Company but must attend the meeting in person to represent the appointing member.

2. To be valid, the form of proxy must be deposited with the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (which will be relocated to Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong with effect from 31 March 2014) not less than 48 hours before the time appointed for the meeting or any adjournment thereof.

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1. 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.

As at the date of this notice, the Directors of the Company are:

Executive Directors:

• Ms. Chong Sok Un (Chairman)

• Mr. Andrew Ferguson (Chief Executive Officer)

Mr. Kong Muk Yin

Non-Executive Directors:

Mr. Lee Seng Hui

Mr. So Kwok Hoo

Mr. Peter Anthony Curry

Independent Non-Executive Directors:

Dr. Wong Wing Kuen, Albert

• Mr. Chang Chu Fai, Johnson Francis

• Mr. Robert Moyse Willcocks

• For identification purpose only

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