09:24     ZZNODE HOLDINGS<02371> - Announcement (4)                           

    DEFINITIONS                                                               
    `ASB'                           (Alcatel Shanghai Bell Co.,               
                                   Ltd), a company incorporated               
                                   in the PRC                                 
    `associate'                    has the meaning ascribed to                
                                   it under the Listing Rules                 
    `Board'                        the board of Directors                     
    `Company'                      ZZNode Holdings Company                    
                                   Limited, a company                         
                                   incorporated in the Cayman                 
                                   Islands with limited                       
                                   liability and whose shares                 
                                   are listed on the main board               
                                   of the Stock Exchange                      
    `Completion Date'              the day on which all                       
                                   conditions set out in                      
                                   paragraphs (a) to (g) in the               
                                   section headed `Conditions                 
                                   Precedent' are fulfilled                   
    `Contracts'                    the contracts entered into by              
                                   ASB prior to the Completion                
                                   Date under which the rights                
                                   and obligations have not been              
                                   fulfilled and the transfer of              
                                   which are not prohibited, and              
                                   which shall be transferred to              
                                   the Joint Venture Company by               
                                   ASB as from the Completion                 
                                   Date pursuant to the Joint                 
                                   Venture Contract, including                
                                   all contracts relating to                  
                                   terminal business which ASB                
                                   is a party and still                       
                                   remaining to be fulfilled                  
                                   and/or performed as at and                 
                                   after the Completion Date as               
                                   described in the Joint                     
                                   Venture Contract                           
    `Directors'                    the directors of the Company               
    `Fixed Assets'                 the fixed assets in                        
                                   connection with the business               
                                   of the Joint Venture Company               
                                   to be transferred to the                   
                                   Joint Venture Company by ASB               
                                   pursuant to the Joint Venture              
                                   Contract, which shall include              
                                   the fixed assets owned by the              
                                   multimedia terminal business               
                                   department of ASB as at the                
                                   Completion Date and set out                
                                   in the Joint Venture Contract              
                                   such as personal computers,                
                                   office information technology              
                                   special equipment and other                
                                   fixed assets                               
    `Group'                        the Company and its                        
                                   subsidiaries                               
    `Hong Kong'                    The Hong Kong Special                      
                                   Administrative Region of the               
                                   PRC                                        
    `Inventory'                    the inventory in connection                
                                   with the multimedia terminal               
                                   business to be transferred to              
                                   the Joint Venture Company by               
                                   ASB pursuant to the Joint                  
                                   Venture Contract, which shall              
                                   include the inventory owned                
                                   by the multimedia terminal                 
                                   business department of ASB as              
                                   at the Completion Date and                 
                                   set out in the Joint Venture               
                                   Contract                                   
    `IP Rights'                    the intellectual property                  
                                   rights to be licensed by ASB               
                                   to the Joint Venture Company               
                                   in connection with the                     
                                   business of the Joint Venture              
                                   Company pursuant to the Joint              
                                   Venture Contract, including                
                                   patents, skills and                        
                                   trademarks to be used in the               
                                   business of the Joint Venture              
                                   Company more particularly                  
                                   described in the Joint                     
                                   Venture Contract                           
    `JV Partners'                  the parties to the Joint                   
                                   Venture Contract, which shall              
                                   include Shanghai                           
                                   Telecommunications, Shanghai               
                                   Fuxin, ZZNode (Beijing) and                
                                   ASB                                        
    `Joint Venture Company'        a PRC limited liability                    
                                   company to be established                  
                                   pursuant to the Joint Venture