09:51     EGANAGOLDPFEIL<00048> - Announcement (1)                            

    The Stock Exchange of Hong Kong Limited takes no responsibility for       
    the contents of this announcement, makes no representation as to its      
    accuracy or completeness and expressly disclaims any liability            
    whatsoever for any loss howsoever arising from or in reliance upon        
    the whole or any part of the contents of this announcement.               
                                                                              
    EGANAGOLDPFEIL (HOLDINGS) LIMITED                                         
    (Incorporated in the Cayman Islands with limited liability)               
    (stock code: 048)                                                         
                                                                              
    AGREEMENT IN RELATION TO THE                                              
    US$35,000,000 0.5 PER CENT. CONVERTIBLE BONDS DUE 2006                    
                                                                              
                                                                              
    Reference was made to the Company's announcements dated 27th              
    February, 2003, 6th June, 2003 and 15th January, 2004 in relation to      
    the issue of the Tranche 1 Bonds, Additonal Tranche 1 Bonds, Tranche      
    2 Bonds and the Tranche 3 Bonds for an aggregate principal amount of      
    US$35,000,000 to CSFB. The Shares issued or to be issued under the        
    Tranche 1 Bonds, Additional Tranche 1 Bonds and Tranche 2 Bonds are       
    not listed on any other recognized Stock Exchange other than The          
    Stock Exchange of Hong Kong Limited.                                      
                                                                              
    The Company announced that on 5th May, 2005, the Company has entered      
    into an Agreement with CSFB pursuant to which the Company and CSFB        
    agreed to waive their respective rights, benefits or claims in            
    relation to (i) the First Subscription Right; (ii) issuance and           
    delivery of the Tranche 3 Bonds; and (iii) the Second Subscription        
    Right. The Agreement was negotiated on an arm's length basis and the      
    Directors consider that they are fair and reasonable so far as the        
    Company is concerned.                                                     
                                                                              
                                                                              
    THE TRANCHE 1 BONDS, ADDITIONAL TRANCHE 1 BONDS, TRANCHE 2 BONDS AND      
    THE FIRST SUBSCRIPTION RIGHT                                              
                                                                              
    Reference was made to the Company's announcements dated 27th              
    February, 2003, 6th June, 2003 and 15th January, 2004 in relation to      
    the issue of up to US$35,000,000 0.5 per cent. convertible bonds to       
    CSFB under the First Subscription Agreement and the Second                
    Subscription Agreement.                                                   
                                                                              
    As at the date of this announcement, the Company has granted to CFSB      
    the Tranche 1 Bonds, the Additional Tranche 1 Bonds and Tranche 2         
    Bonds for an aggregate principal amount of US$25,000,000. The table       
    below shows the total principal amount of the Bonds converted, the        
    outstanding amount of the Bonds not yet converted and the total           
    number of Shares to be issued upon the exercise of the First              
    Subscription Right at the date of this announcement:-                     
                                                                              
                 Tranche 1    Additional   Tranche 2    Total                 
                 Bonds        Tranche 1    Bonds                              
                              Bonds                                           
                                                                              
    Total        US$10,000,00 US$5,000,000 US$10,000,00 US$25,000,00          
    principal    0                         0            0                     
    amount of                                                                 
    Bonds                                                                     
    granted to                                                                
    CSFB                                                                      
    Total        US$9,900,000 US$2,600,000 US$4,500,000 US$17,000,00          
    principal                                           0                     
    amount of                                                                 
    Bonds                                                                     
    converted                                                                 
    into Shares                                                               
    Total        US$100,000   US$2,400,000 US$5,500,000 US$8,000,000          
    outstanding                                                               
    amount of                                                                 
    Bonds not                                                                 
    yet                                                                       
    converted                                                                 
    into Shares                                                               
    No. of       9,035,336    4,497,972    7,066,098    20,599,406            
    Shares that  Subscription Subscription Subscription Subscription          
    could be      Shares at    Shares at    Shares at    Shares               
    subscribed   a fixed      a fixed      a fixed                            
    by CSFB      conversion   conversion   conversion                         
    under the    price of     price of     price of                           
    First        HK$1.6184    HK$1.6184    HK$2.0604                          
    Subscription                                                              
     Right                                                                    
    (`the                                                                     
    Subscription                                                              
                                                                              
    Shares')                                                                  
    Maturity     27th         27th         27th                               
    Date for     February,    February,    February,                          
    the          2006         2006         2006                               
    outstanding                                                               
    amount of                                                                 
    Bonds not                                                                 
    yet                                                                       
    converted