09:23 ZZNODE HOLDINGS<02371> - Announcement (2) total amount of investment (as referred to below) have taken place. Source of fund of ZZNode (Beijing) The fund to be contributed by ZZNode (Beijing) to the Joint Venture Company shall be from the Group's internal resources. Increase of Registered Capital and Total Amount of Investment The parties to the Joint Venture Contract have agreed that during the year of 2005 when all the parties consider appropriate, the relevant party set out below shall contribute additional funds to the Joint Venture Company for the increase of its registered capital and total amount of investment, such that the registered capital and total amount of investment of the Joint Venture Company shall be increased to RMB50 million (approximately HK$47.2 million): Party Amount of Total amount % of additional of registered registered funds to be capital to be capital injected in contributed interested cash as after the registered additional capital injection (in RMB) (in RMB) Shanghai 9.6 million 19.5 million 39% Telecommunicati ons Shanghai Fuxin 6.0 million 15.0 million 30% ZZNode 4.4 million 12.5 million 25% (Beijing) ASB Nil 3.0 million 6% Total: 20.0 million 50.0 million 100% Profit Sharing Any profit or loss of the Joint Venture Company shall be shared or borne by the JV Partners in proportion to their respective equity interests in the Joint Venture Company at the relevant time. Duration The term of the Joint Venture Company will be fifteen years. Other terms of the Joint Venture Contract Purchase of Assets from ASB Upon the establishment of the Joint Venture Company, the JV Partners have agreed that the Joint Venture Company shall purchase from ASB the Fixed Assets, Inventory and Contracts, details of which are as follows:- Seller: ASB Purchaser: Joint Venture Company Subject matter being the Fixed Assets, Inventory transferred: and Contracts Total Consideration: RMB8,485,685 (approximately HK$8,005,363), which shall be subject to adjustment depending on the quantity of the Inventory delivered by ASB on the Completion Date Form of payment: the Total Consideration referred above, together with interest calculated at the rate of 5% per annum, shall be paid by way of a post-dated cashier's order dated 6 months after the Completion Date Completion Date: the day on which the conditions described in the section headed `Conditions Precedent' below are fulfilled The Total Consideration was negotiated between the parties on an arms length basis and represents the aggregate amount of the net book value of the Fixed Assets and the book value of the Inventory in the latest accounts of ASB as at 30th April 2005. The Fixed Assets have been used for approximately 10 months to 9 years. In addition, the Joint Venture Company shall assume the repair and maintenance obligations of ASB that are yet subsisting as at the Completion Date under its sales contracts relating to the business previously carried on by ASB's multimedia terminal business department within the respective warranty periods under such contracts and also all claims and liabilities arising under such sales contract, provided that if it is also due to the fault of ASB, then ASB and Joint Venture Company shall be responsible for their own part. In consideration for assumption of such obligations, ASB shall pay the Joint Venture Company RMB6,075,000 (approximately HK$5.731