19.01.2006 – 18:29

Dowslake Venture Ltd

euro adhoc: Dowslake Venture Ltd
Company Information
Disclosure pursuant to Art. 10 para 3 WpÜG Exemption for Dowslake Venture Ltd. from making a mandatory take-over bid

  Securities Acquisition and Takeover Act announcement transmitted by
  euro adhoc. The issuer is responsible for the content of this announcement.
offeror:
Company: Dowslake Venture Ltd.
Address: British Virgin Islands/Reg. Office Offshore Incorporation Ltd., PO box 957, Roadtown, Tortola, BVI
ISIN:
Contact:
offeree:
Company: PANDATEL AG
Address: Bargkoppelstieg 14, 22145 Hamburg, Germany
ISIN: DE0006916307
Contact: Investor Relations/Christina Kunze/+49 (0)40-644-14-187/ir@pandatel.com

Hamburg, January 19, 2006. On January 17, 2006, BaFin exempted
PANDATEL AG’s new shareholder Dowslake Venture Ltd. (49.98%) and
their owners Dr Dan Yang and Mr Zibin Lu pursuant to section 37
German Acquisition and Takeover Act (WpÜG) in conjunction with
section 9 clause 1 number 3 of the takeover directive of the German
Acquisition and Takeover Act (WpÜG-Angebotsverordnung) according to
the application made on November 30, 2005, from their duty to publish
pursuant to section 35 para 1 clause 1 German Acquisition and
Takeover Act (WpÜG) their gaining control over PANDATEL AG, to
transmit to the German regulatory authority BaFin pursuant to section
35 para 2 clause 1 German Acquisition and Takeover Act (WpÜG) a
bidding document and to publish a mandatory offer pursuant to section
35 para 2 clause 1 in conjunction with section 14 para 2 clause 1
German Acquisition and Takeover Act (WpÜG).

The exemption is subject to the following conditions:

a)      BaFin is to be transmitted without any delay the notice of PANDATEL AG’s
general meeting, which is to take place in the context of the agreed
restructuring program and which is to adopt a resolution on the capital increase
in kind to contribute at least 95% of Dowslake Microsystems Corp.’s shares.
b)      BaFin is to be notified without any delay of the resolution at the
general meeting of PANDATEL AG as described under a).
c)      BaFin is to be provided with evidence of the registration with the
Commercial Register without any delay about accomplishing the capital increase
against contribution in kind as described under a).
In addition, the exemption is contingent on the following reservation of
revocation:
1)      Failure to fulfill the conditions named under a) to c).
2)      Absence of a resolution passed on the shareholders’ meeting according to
a) above until June 30, 2006.
3)      Absence of registration with the Commercial Register until December 31,
2006 of the capital increase against contribution in kind according to a) above
unless the acquisition of ownership in the shares of Dowslake Microsystems Corp.
is effected otherwise.
4)      If, prior to ceasing of the said reservation of revocation in the case
of imminent illiquidity of PANDATEL AG, BaFin does not receive proof that the
applicants have supplied PANDATEL AG with the cash required to avoid
illiquidity, but at least EUR 4.6 million.

Among others, BaFin mentions two essential reasons for granting the
exemption:

1)      PANDATEL AG is threatened by risks endangering its very
existence. In the absence of sufficing liquidity for restructuring,
the only alternative to liquidating PANDATEL AG is the introduction
of a strategic investor in order to reorganize the company.

2)      The presented restructuring plan including the contribution
of Dowslake Microsystems Corp. shares into PANDATEL AG as investment
in kind provides the basis for a successful reorganization of the
company.

About Dowslake Headquartered in Santa Clara California, with a
manufacturing facility in Shanghai China, Dowslake offers to its
customers the best of the world - advanced product design and low
cost manufacturing. The product portfolio of Dowslake includes a
series of cost-effective building blocks for fiber optic transport
technology. Recently Dowslake has acquired Rullingnet (Hongkong) to
develop advanced Ethernet-over-Sonet/SDH solutions. Dowslake
customers include major telecom system makers with more than 65% of
revenue from the United States, with remaining from Japan, China, and
Israel. Dowslake sells its products mainly through a network of
independent sales partners. For more information about Dowslake,
please visit www.dowslakemicro.com

end of announcement                               euro adhoc

Further inquiry note:

c/o PANDATEL AG
Christina Kunze
Investor Relations
Telefon: +49(0)40-64414-187
E-Mail: cku@pandatel.com

Branche: Technology
ISIN: Keine ISIN vor
WKN:
Börsen: Frankfurter Wertpapierbörse / regulated dealing/prime
standard