09:46 CITIC 21CN<00241> - 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. CITIC 21CN COMPANY LIMITED * (incorporated in Bermuda with limited liability) (Stock code: 241) ANNOUNCEMENT The Board is pleased to announce that on 23 May 2005, CITIC 21CN TELECOM, a wholly owned subsidiary of the Company, entered into a memorandum of understanding with * (Hebei Board of Radio and Television) in the PRC regarding the formation of a joint venture to be engaged in (i) the development of digital television and multi services technology platform, (ii) visual, audio and data transmission business for the PRC government, (iii) sales and leasing of set-top boxes and (iv) set up of program content library for digital television network in Hebei Province, the PRC. This announcement is made pursuant to Rule 13.09(1) of the Rules Governing the Listing of Securities ("Listing Rules") on The Stock Exchange of Hong Kong Limited ("Stock Exchange"). The board of directors ("Board") of CITIC 21CN COMPANY LIMITED ("Company") is pleased to announce that on 23 May 2005, CITIC 21CN TELECOM COMPANY LIMITED ("CITIC 21CN TELECOM"), a wholly owned subsidiary of the Company, entered into a Memorandum of Understanding ("MOU") with * (Hebei Board of Radio and Television), a third party independent of the Company and its subsidiaries (the "Group") and not a connected person (within the meaning under the Listing Rules) of the Group in the PRC regarding the proposed formation of a joint venture ("Joint Venture") with registered capital of RMB100,000,000 (equivalent to approximately HK$94,340,000). Under the MOU, the Joint Venture will be engaged in (i) the construction of, and provision of services to, the digital television and multi services technology platform, (ii) visual, audio and data transmission business for the PRC government, (iii) sales and leasing of set-top boxes and (iv) the set up of program content library for digital television network in the Hebei Province, the PRC. The Joint Venture will be owned as to 49% by CITIC 21CN TELECOM and 51% by Hebei Board of Radio and Television or its associates. CITIC 21CN TELECOM and Hebei Board of Radio and Television will appoint three and four members to the board of directors of the Joint Venture respectively. It is also agreed that the Joint Venture will be the only system builder and service provider for digital television and multi services technology platform in Hebei Province, the PRC. The terms of the MOU are subject to the entering into of a legally binding joint venture agreement. Further announcement will be made in relation to such legally binding agreement as and when appropriate or if the transaction does not proceed. As at the date of this announcement, the Board of