09:52 EGANAGOLDPFEIL<00048> - Announcement (3) Each party convenants not to bring any claims or commence any proceedings whatsoever in any jurisdiction against the other party arising out of, or in any way connected with, or relating to the First Subscription Right, the Tranche 3 Bonds and the Second Subscription Right. Reasons for entering into the Agreement The Company in order to prevent the shareholders' interests of the Company from further dilution and to maximise the Shareholders' value is obliged to enter into the Agreement. GENERAL At the date of this announcement, the issued ordinary share capital of the Company is HK$1,246,756,051 comprising 1,246,756,051 Shares. Mr. Hans-Joerg SEEBERGER, the single largest shareholder of the Company, currently holds 478,620,553 Shares, representing approximately 38.60% of the existing issued ordinary share capital of the Company. The terms of the Agreement were negotiated on an arm's length basis and the Directors believe that they are fair and reasonable so far as the Company is concerned and is in the interest of the Company and its shareholders as a whole. After the payment of the Consideration, the First Subscription Right, the Tranche 3 Bonds and the Second Subscription Right will be lapsed automatically. Definitions `Additional Tranche 1 Bonds' Convertible bonds due 2006 with an aggregate amount of US$5,000,000 issued by the Company to CSFB under the First Subscription Agreement `Bonds' The Tranche 1 Bonds, Additional Tranche 1 Bonds and Tranche 2 Bonds `Company' EganaGoldpfeil (Holdings) Limited, the securities of which are listed on the Stock Exchange `CSFB' Credit Suisse First Boston (Hong Kong) Limited `Directors' the directors of the Company `First Subscription Agreement' The agreement dated 27th February, 2003 entered into between the Company and CSFB (as amended by a letter agreement dated 11th June, 2003 and an agreement dated 15th January, 2004) in connection with the issue of the Tranche 1 Bonds, Additional Tranche 1 Bonds and Tranche 2 Bonds `First Subscription Right' The options granted by the Company to CSFB in respect of each of the Tranche 1 Bonds, Additional Tranche 1 Bonds and Tranche 2 Bonds to subscribe for Shares of the Company under the First Subscription Agreement `Second Subscription The agreement dated 15th Agreement' January, 2004 entered into between the Company and CSFB in connection with the issue of the Tranche 3 Bonds `Second Subscription Right' The option granted by the Company to CSFB in respect of the Tranche 3 Bonds to subscribe for Shares of the Company under the Second Subscription Agreement `Share(s)' Ordinary Share(s) of HK$1.00 each in the capital of the Company `Tranche 1 Bonds' Convertible bonds due 2006 with an aggregate amount of US$10,000,000 issued by the Company to CSFB under the First Subscription Agreements `Tranche 2 Bonds' Convertible bonds due 2006 with an aggregate amount of US$10,000,000 issued by the Company to CSFB under the