09:23     ZZNODE HOLDINGS<02371> - 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.               
                                                                              
    ZZNode Holdings Company Limited                                           
    (Incorporated in the Cayman Islands with limited liability)               
    (Stock Code: 2371)                                                        
                                                                              
    DISCLOSEABLE TRANSACTION                                                  
    FORMATION OF A PRC JOINT VENTURE COMPANY                                  
    FOR THE DEVELOPMENT OF TELECOMMUNICATIONS CONNECTION                      
    TERMINAL PRODUCTS AND RELATED BUSINESSES IN SHANGHAI                      
                                                                              
    The Directors of ZZNode Holdings Company Limited (the `Company')          
    announce that on 30th April, 2005, Beijing Zhizhen Node Technology        
    Development Co., Ltd. (`ZZNode (Beijing)'), an indirect wholly owned      
    subsidiary of the Company, entered into the Joint Venture Contract        
    for the formation of the Joint Venture Company in PRC with Shanghai       
    Telecommunications Industry (Group) Co., Ltd. (`Shanghai                  
    Telecommunications'), Shanghai Fortune Telecommunication Technology       
    Development Company Limited (`Shanghai Fuxin') and Alcatel Shanghai       
    Bell Co., Ltd. (`ASB'), all of which are independent third parties of     
    the Company.                                                              
                                                                              
    The initial total amount of investment of the Joint Venture Company       
    is RMB30 million (approximately HK$28.3 million), which shall include     
    the registered capital of RMB30 million. Shanghai Telecommunications,     
    Shanghai Fuxin, ZZNode (Beijing) and ASB shall contribute 33%, 30%,       
    27% and 10% of the initial total amount of investment respectively.       
    The Joint Venture Company is set up for the purpose of the design,        
    manufacturing and sale of telecommunications connection terminal          
    products, its related services and telecommunications value added         
    business.                                                                 
                                                                              
    The transactions contemplated under the Joint Venture Contract            
    constitute a discloseable transaction for the Company under the           
    Listing Rules. A circular containing details of the Joint Venture         
    Contract will be dispatched to the shareholders of the Company as         
    soon as practicable.                                                      
                                                                              
                                                                              
    THE JOINT VENTURE CONTRACT                                                
    Date of the Joint Venture Contract                                        
    30th April 2005                                                           
    Parties                                                                   
    The Joint Venture Contract was entered into between:                      
    (1)                                                                       
    Shanghai Telecommunications;                                              
    (2)                                                                       
    Shanghai Fuxin;                                                           
    (3)                                                                       
    ZZNode (Beijing), an indirect wholly owned subsidiary of the              
    Company; and                                                              
                                                                              
    (4)                                                                       
    ASB.                                                                      
    To the best knowledge, information and belief of the Directors and        
    having made all reasonable enquiries, as at the date of this              
    announcement, Shanghai Telecommunications, Shanghai Fuxin and ASB and     
    their respective ultimate beneficial owners are third parties             
    independent of the Company and connected persons (as defined under        
    the Listing Rules) of the Company.                                        
                                                                              
    Scope of Business                                                         
    The scope of business of the Joint Venture Company shall be the           
    design, manufacturing and sale of telecommunications connection           
    terminal products, its related services and telecommunications value      
    added business.                                                           
                                                                              
    Registered Capital                                                        
    Upon the establishment of the Joint Venture Company, the registered       
    capital shall be RMB30 million (approximately HK$28.3 million), and       
    shall all be contributed in cash as to 33% by Shanghai                    
    Telecommunications, as to 30% by Shanghai Fuxin, as to 27% by ZZNode      
    (Beijing) and as to 10% by ASB.                                           
                                                                              
    Total Amount of Investment                                                
    Upon the establishment of the Joint Venture Company, the total            
    amount of investment shall be the same as the registered capital,         
    which shall be RMB30 million (approximately HK$28.3 million).             
                                                                              
    Board Composition                                                         
    The board of directors of the Joint Venture Company will consist of       
    seven directors, of whom two directors will be nominated by ZZNode        
    (Beijing), two directors will be nominated by Shanghai                    
    Telecommunications, two directors will be nominated by Shanghai Fuxin     
    and one director will be nominated by ASB. The chairman of the board      
    of directors will be nominated by Shanghai Telecommunications. Such       
    composition of the board of directors of the Joint Venture Company        
    will remain unchanged after the increase of registered capital and