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PANDATEL AG i.A.

euro adhoc: PANDATEL AG
Mergers - Acquisitions - Takeovers
BaFin revokes exemption for Dowslake Venture Ltd.

  Disclosure announcement transmitted by euro adhoc. The issuer is responsible
  for the content of this announcement.
02.08.2007
Hanover, August 2, 2007. In the context of its exemption proceedings 
for Dowslake Venture Ltd., Santa Clara, California as well as for Dr.
Dan Yang and Mr. Zibin Lu, Shanghai, BaFin's (German federal 
financial supervisory agency) notice of 31 July 2007 revoked its 
notice of 17 January 2006, according to which the same are exempted 
from making a mandatory takeover bid according to Art. 35 WpÜG. 
Basically, BaFin states that said revocation is ex officio 
admissible, because it was reserved under Number 3 of the definitive 
notice of 17 January 2006. According to BaFin, the revocation is well
founded, whereas the right to  revoke results from two provisions of 
the notice of 16 January 2006.  Further, BaFin insists that the only 
precondition for the existence of the right to  revoke is the failure
to execute a capital increase in kind of Pandatel AG's  share capital
by contribution of all or at least 95% of the shares in Dowslake 
Microsystems Corp. until 31 December 2006 into the commercial 
register or if the applicants of Pandatel AG were not able to 
otherwise obtain ownership in all or at least 95% of the shares in 
Dowslake Microsystems Corp. until this date. This precondition is 
complied with, because entry into the commercial register of the 
local court Hanover was made only concerning annual general meeting's
resolution of 27 March 2006 regarding share capital increase but not 
execution of share capital increase. Also, the notice was issued on 
condition to immediately proof BaFin entry of the share capital 
increase's execution for contributing aforementioned shares in 
Dowslake Microsystems Corp. based on an annual general meeting's 
resolution of Pandatel AG. Because execution of share capital 
increase was not entered into the commercial register, such proof 
cannot be supplied. In the end, executing the right of revocation is 
also adequate, because revoking is a suitable measure to eventually 
enable minority shareholders of Pandatel AG to make a desinvestment 
decision within a mandatory takeover bid who received no mandatory 
takeover bid according to Art. 35  WpÜG due to the exemption of the 
applicants. To grant minority shareholders this opportunity  to 
decide is also necessary. Because, based on the fact of the legal 
initial  state of Art. 35 WpÜG the remaining shareholders are to be 
made a mandatory  takeover bid in case of change of control, from 
which the applicants were  exempted by the notice of 16 January 2006.
According to today's facts, the  basis of exemption no longer applies
and therefore the mandatory  situation  of Art. 35 WpÜG hast to be 
reestablished as it would have applied without exemption.
About PANDATEL AG: PANDATEL is a German corporation based in Hanover.
PANDATEL was formed in 1987 as Pan Dacom Telekommunikation GmbH. It 
went public at Frankfurt stock  exchange in November 1999. Majority 
shareholder is Dowslake Venture Ltd. (U.S.A.)with Dr. Dan D. Yang as 
CEO of both companies. PANDATEL provides a  full range of last mile 
access products as well as optical transport  equipment to its 
worldwide customers. PANDATEL currently sells its products through 
its regional offices and Dowslake Microsystems in the US, Germany,  
France, UK, China, and Singapore, in partnering with resell partners 
as well  as OEM customers, covering 86 countries in all 5 continents.
More Information on the website www.pandatel.com
end of announcement                               euro adhoc 02.08.2007 17:29:13

Further inquiry note:

insignis GmbH
Raik Packeiser
Phone: +49 511 33 65 15 31
Email: Raik.Packeiser@insignis.de

Branche: Telecommunications Equipment
ISIN: DE0006916307
WKN: 691630
Index: Prime All Share
Börsen: Börse Frankfurt / regulated dealing/prime standard
Börse Berlin / free trade
Börse Hamburg / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse Hannover / free trade
Börse München / free trade

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