09:53 INNOVO<00703> - 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. Leisure Recreation Holdings Limited * (Incorporated in Bermuda with limited liability) Stock code: 703 DISCLOSEABLE TRANSACTION FORMATION OF A NEW CONTRACTUAL JOINT VENTURE Financial adviser ACCESS CAPITAL The Agreement On 17 May 2005, Infotower, an indirect wholly-owned subsidiary of the Company, has entered into the Agreement with the CJV Partner, an independent third party, to establish a contractual joint venture for the purpose of establishing and operating an amusement park to be erected on a piece of land located at Taishan, the PRC. Under the Agreement, parties to the CJV shall respectively make the following contribution to the CJV: a) Infotower: to build and operate the amusement park on the Land during the Term and to provide the necessary rides and equipment according to the Budget; and b) the CJV Partner: to provide the CJV a right to use the Land at rent free during the Term. The percentage shares of the parties to the CJV for the net profit after tax of the CJV shall initially be 60% for Infotower and 40% for the CJV Partner. The CJV shall be for a term of 10 years from the Effective Date unless terminated in accordance with the terms of the Agreement and subject to extension by the parties to the CJV in writing. According to the Budget (which is prepared by Infotower), the initial cash outlay for constructing and establishing the amusement park on the Land (within a period of around six months from the Effective Date) will be approximately RMB13.8 million (approximately HK$12.9 million). Such amount will be responsible by Infotower and is estimated based on the various costs for erecting the amusement park on the Land, including the construction cost and the cost for leasing machine rides. Further details of the Agreement regarding the formation of the CJV is set out below. General The transaction contemplated under the Agreement constitutes a discloseable transaction for the Company under Rule 14.08 of the Listing Rules. A circular containing, among other things, further details of the Agreement, will be sent to the Shareholders as soon as practicable.