09:53 INNOVO<00703> - Announcement (2) Trading in the Shares on the Stock Exchange has been suspended since 15 December 2003 at the request of the Company and remains suspended until further notice. 1. INTRODUCTION 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 erected on the Land. Details of the Agreement are set out below. 2. THE AGREEMENT Date: 17 May 2005 Parties: (i) Infotower, an indirect wholly-owned subsidiary of the Company which is an investment holding company established for the formation of the CJV, a party to the CJV; and (ii) the CJV Partner, a collectively-owned enterprise established in the PRC and engaged in property construction in the PRC, a party to the CJV. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, the CJV Partner and its ultimate beneficial owners and associates are third parties independent of the Group and connected persons of the Group. Contribution to Under the Agreement, parties to the CJV shall respectively make contribution to the CJV in the the CJV by following manners: each parties to the CJV: (i) 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 (ii) the CJV Partner: to provide the CJV a right to use the Land at rent free during the Term. The percentage share of the parties to the CJV for the net profit after tax of the CJV shall accordingly be 60% for Infotower and 40% for the CJV Partner (or such other percentages as may from time to time be a consequence of any sale, assignment, transfer or disposal of the whole or part of the interest of a party to the CJV pursuant to or as permitted by the Agreement) provided the CJV Partner shall have no obligation to provide any additional funding towards the operation of the amusement park on the Land. Amount of According to the Budget (which is prepared by Infotower), the initial cash outlay for constructing contribution and establishing the amusement park on the Land (within a period of around six months from the by the parties Effective Date) will be approximately RMB13.8 million (approximately HK$12.9 million), such to the CJV: 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.