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. FAR EAST GOLDEN RESOURCES GROUP LIMITED 遠東金源集團有限公司 (incorporated in Bermuda with limited liability) (Stock code: 1188) ANNOUNCEMENT ACQUISITION OF THE ENTIRE EQUITY INTEREST IN A PRC COMPANY This announcement is made pursuant to Rule 13.09 of the Listing Rules. Proposed Acquisition On 23 May 2008, Compass Pacific (a wholly-owned subsidiary of the Company) as Transferee and Helong Long Xiang and Che Xianghong (both are Independent Third Parties) as Transferors entered into the Share Transfer Agreement pursuant to which the Transferee has agreed to acquire from the Transferors the entire equity interest in Jilin Shengshi at the consideration of RMB$4,000,000 (equivalent to HK$4,540,000), subject to the conditions and upon the terms contained in the Share Transfer Agreement. The Directors consider the terms of the Acquisition are on normal commercial terms, fair and reasonable and the Acquisition is in the interests of the Company and the Shareholders as a whole. The Acquisition does not constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules. This announcement is made pursuant to Rule 13.09 of the Listing Rules. The Board is pleased to announce that, after the close of trading hours on 23 May 2008, Compass Pacific (a wholly-owned subsidiary of the Company) entered into the Share Transfer Agreement, which is legally binding, with the Transferors for the acquisition of the entire equity interest in Jilin Shengshi. - 1 - PRINCIPAL TERMS OF THE SHARE TRANSFER AGREEMENT Date 23 May 2008 Parties Transferors : (a) Helong Long Xiang (b) Che Xianghong (車香紅) To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, each Transferor and, if applicable, the existing ultimate beneficial owner(s) of such Transferor are Independent Third Parties. Transferee : Compass Pacific, a company incorporated in Hong Kong with limited liability and a wholly owned subsidiary of the Company. Interest to be transferred Pursuant to the Share Transfer Agreement, the Transferors agreed to transfer to the Transferee the entire equity interest in the Target Company (namely, Jilin Shengshi), which is beneficially held as to 98% by Helong Long Xiang and 2% by Che Xianghong. Acquisition Consideration The Acquisition Consideration is RMB4,000,000 (equivalent to HK$4,540,000), which will be allocated between the Transferors in proportion to their respective percentage of shareholdings in the Target Company. The Acquisition Consideration, which is to be funded by the Company from its internal resources, is to be paid in cash in full upon the Acquisition Completion. Basis of the Acquisition Consideration The Acquisition Consideration was arrived at after arm’s length negotiations between the parties to the Share Transfer Agreement and determined with reference to the registered capital which has been paid-up in the amount of RMB4,000,000 (equivalent to HK$4,540,000) of the Target Company. - 2 - Conditions Precedent to the Acquisition The Acquisition Completion shall be conditional upon, among others, the fulfilment to the satisfaction of the Transferee in its absolute discretion or, as the case may be, waiver of the following Conditions Precedent: (i) all requisite authorisations, approvals, registrations and permits required for effectuating the transfer contemplated under the Share Transfer Agreement having been obtained; (ii) the renewal of the exploration licences granted to the Target Subsidiary of Exploration Right I and Exploration Right II; (iii) the delivery of a legal opinion to the Transferee (in form and substance satisfactory to the Transferee) by a firm of lawyers qualified to practise in PRC law confirming, among other things, (a) the due establishment of each member of the Target Group; (b) that the Acquisition shall not cause any of the current contracts, co-operation arrangements, ownership arrangements or other entitlements relating to any member of the Target Group or in relation to the Target Group’s operation in the PRC (if any) to be cancelled, terminated, amended in any material manner nor render the Target Group’s operations in the PRC (if any) to become illegal or otherwise adversely affect the authority or ability of the Target Group to carry on its operation in PRC (if any) as it is being carried on; (iv) the carrying out of due diligence review by the Transferee in relation to the assets, liabilities, operations and affairs of the Target Group which the Transferee deems necessary, desirable or appropriate and confirmation by the Transferee that the results of such due diligence review are satisfactory in all respects; (v) (if applicable) the obtaining by the Company of all necessary consents, authorisations or other approvals (or as the case may be, waiver) of any kind in connection with the entering into and performance of the terms of the Share Transfer Agreement by the Transferee which may be required under the Listing Rules, from the Stock Exchange or any governmental or regulatory authorities; (vi) none of the warranties given by the Transferors as contained in the Share Transfer Agreement having been breached in any material respect (or, if capable of being remedied, has not been remedied), or is misleading or untrue in any material respect. The Transferee may waive any of the above conditions stated in (iii), (iv) and (vi) above. None of the Conditions Precedents can be waived by the Transferors. - 3 - If any of the Conditions Precedent have not been fulfilled or waived by the Transferee by the Longstop Date (or such other date as the Transferors and the Transferee may agree), the provisions of the Share Transfer Agreement (other than certain clauses as specified in the Share Transfer Agreement) shall from such date have no effect and no party to the Share Transfer Agreement shall have any claim against the others save for claim (if any) in respect of such continuing provisions or any antecedent breach of the Share Transfer Agreement. Acquisition Completion The Acquisition Completion shall take place on the fifth Business Day next following the day on which the last unfulfilled Condition Precedent is satisfied or (as the case may be) waived. Effect of the Acquisition If the Acquisition Completion materialises, the Target Company will become an indirect wholly-owned subsidiary of the Company upon the Acquisition Completion and the results of the Target Group will be consolidated in the Company’s accounts. Further information on the Target Group (comprising the Target Company and the Target Subsidiary) is set out in the paragraph headed “Information on the Target Group” below. INFORMATION ON THE TARGET GROUP Target Company – Jilin Shengshi The Target Company was established on 11 July 2007 as a limited liability company in the PRC, and its scope of operation includes metal materials, gold-mining products, crude iron, coking coal, processing and sales of iron concentrate powder. Knitwear and textile, agricultural by-products, electronic products, general machinery, hardware, electronics, arts and crafts, daily necessities, retail of building materials and import and export of goods and technologies (save for state-restricted merchandise and technologies for import/export purposes) (subject to specific approvals before commencement of operation). As at the date of this announcement, the registered capital of the Target Company which has been paid up was RMB4,000,000 (equivalent to HK$4,540,000). Currently, its sole and principal asset is the holding of the entire registered capital of the Target Subsidiary, namely Yanbian Jida. The Target Company is still in its initial development stage and has not commenced any commercial operations. Accordingly, it has not generated any revenue, and thus net profit, since its incorporation. On 16 May 2008, the Target Company entered into the Co-operation Agreement with 吉林省第六地質調 查所 (The Sixth Geological Survey of Jilin Province)* to perform geological survey and exploration of the Zhongping Mine in Jilin, the PRC, which is to be undertaken by the Mining Company (to be named as 汪精晟世礦業有限公司(Wangqing Shengshi Mining Limited)* to be jointly established by the Target Company and the Sixth Geological Survey pursuant to the terms of the Co-operation Agreement. - 4 - The Co-operation Agreement is for a term of 30 years commencing from 16 May 2008 to 15 May 2038. Pursuant to the Co-operation Agreement, the Target Company agreed to invest a sum of RMB5,000,000 (equivalent to HK$5,675,000) as capital contribution for the Mining Company and the Sixth Geological Survey agreed to inject its project (namely, 吉林省汪清縣仲坪銅礦普查項目Project for General Exploration of Copper Mines at Zhongping, Wangqing County, Jilin Province *) in respect of the exploration of the Zhongping Mine with an exploration area of approximately 7.50 km2. covered by the exploration licence (valid from 10 October 2006 to 10 October 2008) possessed by it into the Mining Company as its part of the contribution. Subject to the necessary PRC governmental approval and completion of the procedures for the registration, capital injection and formation of the Mining Company, the Target Company and the Sixth Geological Survey will respectively hold 70% and 30% of the equity interest in the Mining Company. It is expected that the formation of the Mining Company will enable the Target Company to establish a solid co-operation relationship with the Sixth Geological Survey and to leverage on the latter’s advanced exploration techniques for the exploration of cooper mines in the North Eastern China region. Target Subsidiary – Yanbian Jida The Target Subsidiary was established on 20 June 2005 as a limited liability company in the PRC and is a wholly-owned subsidiary of the Target Company.