Persistence Gold Group Ltd — AGM Information 2009

Apr 27, 2009

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) (Warrant Code: 324)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of APAC Resources Limited (the “ Company ”) will be held at Lower Lobby, Plaza IV, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 5 June 2009 at 2:30 p.m. for the following purposes:

ORDINARY BUSINESS

1. To receive and adopt the audited consolidated financial statements and the reports of the directors (“ Directors ”) and auditors of the Company for the year ended 31 December 2008.

2. (a) To re-elect the following persons:

   • i. Mr. Cao Zhong as executive Director

   • ii. Mr. Liu Yongshun as executive Director

   • iii. Mr. Yue Jialin as executive Director

   • iv. Mr. Wong Wing Kuen, Albert as independent non-executive Director

3. (b) To authorise the board of Directors (“ Board ”) of the Company to fix the Directors’ remuneration.

4. To re-appoint Graham H.Y. Chan & Co. as auditors of the Company and to authorise the Board to fix their remuneration.

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• For identification purpose only

SPECIAL BUSINESS

ORDINARY RESOLUTIONS

The following resolutions 4 to 7 will be proposed to be considered and, if thought fit, passed as ordinary resolutions of the Company:

1. “ THAT :

2. (a) subject to the provisions of paragraphs (b) and (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (“ New Shares ”) and to make or grant offers, agreements and options, including warrants to subscribe for shares and other rights of subscription for or conversion into shares, which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

3. (b) the approval given in provisions of paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of the share capital allotted and issued or agreed conditionally or unconditionally to be allotted, issued (whether pursuant to an option or otherwise) and dealt with by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of New Shares upon the exercise of rights of subscription or conversion under the terms of warrants of the Company or any securities which are convertible into shares; (iii) an issue of New Shares as scrip dividends or similar arrangement providing for the allotment of New Shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company from time to time; (iv) an issue of New Shares under any share option scheme or similar arrangement of the Company and/or any of its subsidiaries; or (v) a specific mandate granted by the shareholders of the Company in general meeting, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of this resolution, and the said approval shall be limited accordingly; and

5. (d) for the purpose of this resolution:

   • “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

   • (i) the conclusion of the next annual general meeting of the Company;

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• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company, the Companies Act 1981 of Bermuda (as amended from time to time) (“ Companies Act ”) or any applicable law to be held; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution in general meeting.

“ Rights Issue ” means the allotment, issue or grant of New Shares pursuant to an offer of New Shares open for a period fixed by the Directors to holders of issued shares of the Company (“ Shares ”) whose names on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restriction or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory applicable to the Company).”

5. “ THAT :

• (a) subject to the provisions of paragraphs (b) and (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares and outstanding warrants (“ Warrants ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or any stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on Share Repurchases, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”) or listing rules of any other stock exchange as amended from time to time and the Bye-laws of the Company, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares hereby authorised to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the issued share capital of the Company and the total number of Warrants hereby authorised to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the Warrants, in each case as at the date of the passing of this resolution, and the said approval shall be limited accordingly;

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• (c) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company, the Companies Act or any applicable law to be held; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution in general meeting.”

• “ THAT conditional on the passing of resolutions 4 and 5 in the notice convening this meeting, the general mandate granted to the Directors and for the time being in force to exercise all the powers of the Company pursuant to paragraph (a) of resolution 4 above be and is hereby extended by the addition thereto an amount representing the aggregate nominal amount of the Shares repurchased by the Company under the authority granted pursuant to paragraph (a) of resolution 5 above, provided that such extended amount shall not exceed 10% of the issued share capital of the Company as at the date of the passing of this resolution.”

• “ THAT conditional on the passing of resolutions 4 and 5 in the notice convening this meeting, the general mandate granted to the Directors and for the time being in force to exercise all the powers of the Company pursuant to paragraph (a) of resolution 4 above be and is hereby extended by the addition thereto an amount of the Warrants repurchased by the Company under the authority granted pursuant to paragraph (a) of resolution 5 above, provided that such extended amount shall not exceed 10% of the Warrants as at the date of the passing of this resolution.”

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SPECIAL RESOLUTION

The following resolution will be proposed to be considered and, if thought fit, passed as a special resolution of the Company:

1. “ THAT the bye-laws (“ Bye-laws ”) of the Company be and are hereby amended in the following manner:

(a) Bye-law 1

• (i) By adding the following new definition in the existing Bye-law 1 after the definition of “Board” or “Directors”:

“business day” shall mean a day on which the Designated Stock Exchange generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Designated Stock Exchange is closed for the business of dealing in securities in Hong Kong on a business day by reason of a Number 8 or higher typhoon signal, black rainstorm warning or other similar event, such day shall for the purposes of these Bye-laws be counted as a business day.

• (ii) By deleting the words “Shanghai Merchants Holdings Limited” in the definition of “Company” in Bye-law 1 and substituting therefor the words “APAC Resources Limited”.

(b) Bye-law 2

• (i) By deleting the semi-colon at the end of the existing Bye-law 2(e) and inserting the following words immediately after the end of the existing Byelaw 2(e):

“, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election comply with all applicable Statutes, rules and regulations;”

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• (ii) By deleting the words “not less than twenty-one (21) clear days’ Notice, specifying (without prejudice to the power contained in these Bye-laws to amend the same) the intention to propose the resolution as a special resolution, has been duly given. Provided that, except in the case of an annual general meeting, if it is so agreed by a majority in number of the Members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety-five (95) per cent. in nominal value of the shares giving that right and in the case of an annual general meeting, if it is so agreed by all Members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty-one (21) clear days’ Notice has been given” after the words “proxy at a general meeting of which” in the 5th line of the existing Bye-law 2(h).

• (iii) By inserting the words “in accordance with Bye-law 59” after the words “Notice has been given” at the end of the existing Bye-law 2(h).

• (iv) By deleting the words “not less than fourteen (14) clear days’” in the last line of the existing Bye-law 2(i) and inserting the words “in accordance with Bye-law 59” after the words “Notice has been duly given” at the end of the existing Bye-law 2(i).

• (v) By deleting the full stop at the end of the existing Bye-law 2(j) and replacing it with a semi-colon and the word “and” and inserting the following new Byelaw 2(k) immediately after existing Bye-law 2(j):

“(k) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.”

(c) Bye-law 10

• (i) By adding the word “and” after the semi-colon in the last line of the existing Bye-law 10(a).

• (ii) By deleting the words “on a poll” after the words “every holder of shares of the class shall be entitled” in the 1st line of the existing Bye-law 10(b) and deleting “; and” at the end of existing Bye-law 10(b) and replacing it with a full stop.

• (iii) By deleting the existing Bye-law 10(c) in its entirety.

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(d) Bye-law 44

By inserting the words “or by any electronic means in such manner as may be accepted by the Designated Stock Exchange” after the words “in accordance with the requirements of any Designated Stock Exchange” in the 8th line of the existing Bye-law 44.

(e) Bye-law 51

• (i) By deleting the words “an appointed newspaper and, where applicable,” after the words “given by advertisement in” in the 2nd line of the existing Bye-law 51.

• (ii) By deleting the word “other” after the word “any” in the 2nd line of the existing Bye-law 51 and inserting the words “or by any means in such manner as may be accepted by the Designated Stock Exchange” after the words “in accordance with the requirements of any Designated Stock Exchange” in the 3rd line of existing Bye-law 51.

(f) Bye-law 59

• (i) By inserting the words “shall be called by Notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days” after the words “An annual general meeting” in the 1st line of the existing Bye-law 59(1).

• (ii) By inserting the words “Notice of” after the words “shall be called by” in the 2nd line of the existing Bye-law 59(1).

• (iii) By deleting the words “’ Notice” after the words “not less than twenty-one (21) clear days” in the 2nd line of the existing Bye-law 59(1) and substituting therefor the words “and not less than ten (10) clear business days”.

• (iv) By inserting the words “Notice of” after the words “All other special general meetings may be called by” in the 3rd line of the existing Bye-law 59(1).

• (v) By deleting the words “’ Notice” after the words “not less than fourteen (14) clear days” in the 3rd line of the existing Bye-law 59(1) and substituting therefor the words “and not less than ten (10) clear business days”.

• (vi) By inserting the words “if permitted by the rules of the Designated Stock Exchange,” after the words “but” in the last line of the existing Bye-law 59(1).

• (vii) By inserting the words “and particulars of resolutions to be considered at the meeting” after the words “place of the meeting” in the first line of existing Bye-law 59(2).

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(g) Bye-law 66

• (i) By deleting the words “show of hands” in the 2nd line of the existing Byelaw 66 and substituting therefor the word “poll”.

• (ii) By deleting the words “(or being a corporation, is present by a representative duly authorised under section 78 of the Act), or by proxy shall have one vote and on a poll every Member present in person” after the words “present in person” in the 3rd line of the existing Bye-law 66.

• (iii) By deleting the words “Notwithstanding anything contained in these Byelaws, where more than one proxy is appointed by a Member which is a clearing house (or its nominee), each such proxy shall have one vote on a show of hands.” in the 8th line of the existing Bye-law 66.

• (iv) By adding the words “by way of a poll.” after the words “A resolution put to the vote of a meeting shall be decided” in the 11th line of the existing Byelaw 66 and deleting the remaining words thereafter in its entirety.

(h) Bye-law 67

By deleting the existing Bye-law 67 in its entirety and substituting therefor the words “intentionally deleted.”.

(i) Bye-law 68

• (i) By deleting the words “If a poll is duly demanded the” in the 1st line of the existing Bye-law 68 and substituting therefore the word “The” and deleting the words “at which the poll was demanded. There shall be no requirement for the chairman to disclose the voting figures on a poll” after the words “the resolution of the meeting” in the 1st line of the existing Bye-law 68.

• (ii) By inserting the following words at the end of the existing Bye-law 68:

“The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange.”

(j) Bye-law 69

By deleting the existing Bye-law 69 in its entirety and substituting therefor the words “intentionally deleted.”.

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(k) Bye-law 70

By deleting the existing Bye-law 70 in its entirety and substituting therefor the words “intentionally deleted.”.

(l) Bye-law 73

By deleting the words “whether on a show of hands or on a poll,” after the words “In the case of any equality of votes,” in the 1st line of the existing Bye-law 73.

(m) Bye-law 75(1)

By deleting the words “whether on a show of hands or on a poll,” after the words “persons incapable of managing their own affairs may vote,” in the 3rd line of the existing Bye-law 75(1) and by deleting the words “or poll” after the words “not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting” in the 10th line of the existing Bye-law 75(1).

(n) Bye-law 80

• (i) By deleting the words “or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid” after the words “not less than forty eight (48) hours before the time appointed for holding the meeting” in the 6th line of the existing Bye-law 80.

• (ii) By deleting the words “or on a poll demanded at a meeting or an adjourned meeting” after the words “except at an adjourned meeting” in the 12th line of the existing Bye-law 80.

(o) Bye-law 81

By deleting the words “to demand or join in demanding a poll and” after the words “be deemed to confer authority” in the 4th line of the existing Bye-law 81.

(p) Bye-law 82

By deleting the words “or the taking of the poll,” after the words “or adjourned meeting,” in the 7th line of the existing Bye-law 82.

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(q) Bye-law 84(2)

By deleting the words “including the right to vote individually on a show of hands” after the words “in respect of the number and class of shares specified in the relevant authorisation” in the last line of the existing Bye-law 84(2).

(r) Bye-law 153

• (i) By inserting the words “and Bye-law 153A” after the words “Subject to section 88 of the Act” in the 1st line of the existing Bye-law 153.

• (ii) By inserting the words “at the same time as the notice of annual general meeting and” after the words “at least twenty-one (21) days before the date of the general meeting and” in the 6th line of the existing Bye-law 153.

• (iii) By deleting the word “in” after the words “laid before the Company” in the 7th line of the existing Bye-law 153 and substituting therefor the words “at the annual”.

• (iv) By adding the following new Bye-laws 153A and 153B after the existing Bye-law 153:

• “153A. To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Bye-law 153 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, summarised financial statements derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

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• 153B. The requirement to send to a person referred to in Bye-law 153 the documents referred to in that provision or a summary financial report in accordance with Bye-law 153A shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Bye-law 153 and, if applicable, a summary financial report complying with Bye-law 153A, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.”

(s) Bye-law 160

• (i) By deleting the words “from the Company to a Member” after the words “Any Notice” in the 1st line of the existing Bye-law 160 and substituting therefor the words “or document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designated Stock Exchange), whether or not, to be given or issued under these Bye-laws from the Company to a Member”.

• (ii) By deleting the words “given” after the words “shall be” in the 1st line of the existing Bye-law 160.

• (iii) By inserting the words “or other form of electronic transmission or communication” after the words “by cable, telex or facsimile transmission message” in the 1st line of the existing Bye-law 160.

• (iv) By deleting the words “(where appropriate) any other” after the words “and any such Notice and” in the 2nd line of the existing Bye-law 160.

• (v) By inserting the words “or electronic number or address or website” after the words “any telex or facsimile transmission number” in the 7th line of the existing Bye-law 160.

• (vi) By adding the words “or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above.” after the words “in accordance with the requirements of the Designated Stock Exchange” in the 12th line of the existing Bye-law 160.

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(t) Bye-law 161

• (i) By deleting the word “notice” after the words “or wrapper containing the” in the 8th line of existing Bye-law 161(a) and substituting therefor the word “Notice” and by deleting the word “and” at the end of existing Bye-law 161(a).

• (ii) By inserting the following paragraph as new Bye-law 161(b) after the existing Bye-law 161(a):

• “(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice placed on the Company’s website or the website of the Designated Stock Exchange is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;”

• (iii) By deleting the full stop at the end of existing Bye-law 161(b) and replacing it with a semi-colon and inserting the word “and” after the semi-colon; and by renumbering the existing Bye-law 161(b) as Bye-law 161(c).

• (iv) By inserting the following paragraph as new Bye-law 161(d) after the new Bye-law 161(c):

• “(d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.”

By Order of the Board APAC Resources Limited Cao Zhong Chairman

Hong Kong, 28 April 2009

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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 Company’s Branch Share Registrar in Hong Kong, Tricor Secretaries Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the Meeting or any adjournment thereof.

3. 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 in respect of the joint holding.

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

Executive Directors:

Mr. Cao Zhong (Chairman), Mr. Liu Yongshun (Chief Executive Officer), Mr. Zhou Luyong (Deputy Chief Executive Officer), Ms. Chong Sok Un, Mr. Chen Zhaoqiang and Mr. Yue Jialin

Independent Non-Executive Directors:

Mr. Wong Wing Kuen, Albert, Mr. Chang Chu Fai, Johnson Francis, Mr. Alan Stephen Jones and Mr. Robert Moyse Willcocks

• For identification purpose only

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