09:34 EGANAGOLDPFEIL<00048>-Announcement & Resumption of Trading-2 Assets Profit Profit Asset Term Term before after Value Liabiliti Liabiliti taxation taxation es es EUR47.7 EUR77.9 EUR2.43 EUR1.36 EUR27 EUR17.8 Nil million million million million million million (HK$489.5 (HK$799.5 (HK$24.9 (HK$13.96 (HK$277 (HK$182.7 8 million) million) million) million) for the million) million) year for the ended year 31/12/200 ended 4 31/12/200 4 EUR1.2 EUR0.72 million million (HK$12.3 (HK$7.4 million) million) for the for the year year ended ended 31/12/200 31/12/200 3 3 Consideration The total purchase price for the acquisition of the SSG Subsidiaries is EUR15.73 million (HK$161.4 million). The purchase price was determined by reference to the price earnings multiple of 6.5x. Normally, the retail stores require renovation after 7 years of operation for substaining income stream, which translates into an effective price earnings multiple of 7x. The purchase price is payable by Ganymed to Dr. Hefermehl in cash on 31st March, 2005. SALE AND PURCHASE AGREEMENT FOR ACQUISITION OF LEATHER FOOTWEAR PRODUCTS AND ASSETS FROM SALAMANDER GERMANY (`SALAMANDER GERMAN INVENTORIES AND ASSETS AGREEMENT') Date : 3rd March, 2005 Parties : Purchaser : Ganymed Seller : Dr. Hefermehl Dr. Hefermehl, the Insolvency Administrator of SSHG, acts as the Seller. The business activity of SSHG is the marketing, trading and retailing of certain branded leather footwear and related products under a network of outlets bearing the name of `Salamander' and it had over 90 retail shops in Germany in 2004. SSHG is an independent third party of the Company and not connected with any connected persons of the Company (as defined in the Listing Rules). Assets to be acquired Pursuant to the Salamander German Inventories and Assets Agreement, Ganymed agreed to enter leases for 52 shops out of 90 shops operated by SSHG, for integration into the Company's established distribution and retailing network in Germany. In Germany, the Company currently has a network of 3,000 points of sales. The aggregate annual rental of the leases for the 52 shops amounts to EUR12 million (HK$123.2 million) and the term of the leases are usually for three years. In addition, Ganymed agreed to purchase from SSHG the Salamander German Movable Fixed Assets (such as the electronic devices and computer system and all the other peripheral items) and Salamander German Inventories. The book values of the Salamander German Movable Fixed Assets and Salamander German Inventories as at 31st December, 2004 are amounted to EUR2 million (HK$20.5 million) and EUR9.5 million (HK$97.5 million) respectively as determined by SSHG, verified by the Company's German auditor through the Due Diligence review exercise and accepted by the Company's management in Germany through an open and arm's length negotiation process. As at 31st December, 2004 and for the financial year ended 31st December, 2004, the Salamander German Movable Fixed Assets, Salamander German Inventories, Turnover and Gross Profit of 52 Retail Shops operated by SSHG amounted to approximately EUR2 million (HK20.5 million), EUR9.5 million (HK$97.5 million), EUR7.15 million (HK$73.4 million) and EUR4.25 million (HK$43.6 million) respectively. Consideration The purchase prices for the Salamander German Movable Fixed Assets and Salamander German Inventories are EUR2 million (HK$20.5 million) and EUR9.5 million (HK$97.5 million) respectively. The purchase prices were determined by reference to their book values. The purchase prices are payable by Ganymed in cash to Dr. Hefermehl on 31st March, 2005. TRADEMARK AGREEMENT Date : 3rd March, 2005