09:22 SINO PROSPER<00766>-Announcement & Resumption of Trading (2) The Joint Placing Agents and each of its ultimate beneficial owners are not connected person(s) (as defined in the Listing Rules) of the Company and are independent of and not connected with any of the directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or their respective associates. Placees Not less than six placees (the "Placees") which will be independent individuals, corporate and/or institutional investors, and who and whose ultimate beneficial owners will not be connected person(s) (as defined in the Listing Rules) of the Company and will be independent of and not connected with any of the directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or their respective associates. It is expected that none of the Placees will become substantial shareholder of the Company immediately after the Top-Up Placing. Number of Top-Up Placing Shares The Top-Up Placing Shares of 115,000,000 Shares represent (i) about 14.4% of the existing issued share capital of the Company of 800,000,000 Shares; and (ii) about 12.6% of the issued share capital of the Company of 915,000,000 Shares as enlarged by the Top-Up Subscription. Top-Up Placing Price The Top-Up Placing Price (or the Top-Up Subscription Price) is fixed on 6 January 2005, being the Last Trading Day. The Top-Up Placing Price (or the Top-Up Subscription Price) of HK$0.4 represents (i) a discount of about 8.0% to the closing price of HK$0.435 per Share as quoted on the Stock Exchange on the Last Trading Day; (ii) a discount of about 4.53% to the average closing price per Share of HK$0.419 as quoted on the Stock Exchange for the last five full trading days up to the Last Trading Day; and (iii) a premium of about 1.52% over the average closing price per Share of HK$0.394 as quoted on the Stock Exchange for the last ten full trading days up to the Last Trading Day. The Top-Up Placing Price is negotiated on an arm's length basis among the Vendor, the Company and the Joint Placing Agents. The Directors consider that the terms of the Top-Up Placing are fair and reasonable based on the current market conditions and in the interests of the Company and its Shareholders as a whole. Condition of the Top-Up Placing The Top-Up Placing is unconditional. Completion will take place on the second business day after the first trading day after the resumption of trading in the Shares or such other date as may be agreed between the parties. Top-Up Subscription Price The Top-Up Subscription Price is HK$0.4 per Share. The Top-Up Subscription Price is the same to the Top-Up Placing Price and is determined after arm's length negotiation among the Company, the Vendor and the Joint Placing Agents with reference to the Top-Up Placing Price of the Top-Up Placing Shares. Number of Top-Up Subscription Shares The number of Top-Up Subscription Shares is equivalent to the number of Top-Up Placing Shares, being 115,000,000 Shares. Ranking of Top-Up Subscription Shares The Top-Up Subscription Shares, when issued and fully paid, will rank pari passu among themselves and with Shares in issue at the time of issue and allotment of the Top-Up Subscription Shares. Conditions of the Top-Up Subscription The Top-Up Subscription is conditional upon (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Top-Up Subscription Shares and (ii) completion of the Top-Up Placing. Application will be made to the Stock Exchange to grant the listing of, and permission to deal in, the Top-Up Subscription Shares. Completion Under the Listing Rules, the Top-Up Subscription must be completed within 14 days after the date of the Placing and Subscription Agreement, that is, on or before 20 January 2005. In the event that the conditions to the Placing and Subscription Agreement are not fulfilled by 20 January 2005, the Company and the Vendor may elect, subject to compliance with all requirements in relation to connected transactions under the Listing Rules, to postpone completion of the Top-Up Subscription to a later date to be agreed between the Company and the Vendor and further announcement will be made by the Company.