09:22 SINO PROSPER<00766>-Announcement & Resumption of Trading (1) The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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. SINO PROSPER HOLDINGS LIMITED (incorporated in the Cayman Islands with limited liability) (Stock code: 766) TOP-UP PLACING OF EXISTING SHARES TOP-UP SUBSCRIPTION OF NEW SHARES AND RESUMPTION OF TRADING Joint Placing Agents Phoenix Capital Securities Limited Sinomax Securities Limited Joint Financial Advisers Hantec Capital Limited INCU Corporate Finance Limited On 7 January 2005, the Vendor entered into the Placing and Subscription Agreement with the Joint Placing Agents and the Company. Pursuant to the Placing and Subscription Agreement, the Vendor agreed to place, through the Joint Placing Agents, an aggregate of 115,000,000 existing Shares, on a fully underwritten basis, to not less than six Placees which will be independent individual, 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 at a price of HK$0.4 per Share. Pursuant to the Placing and Subscription Agreement, the Vendor conditionally agreed to subscribe for an aggregate of 115,000,000 Shares at a price of HK$0.4 per Share. The Top-Up Placing Shares (or the Top-Up Subscription 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. 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 Subscription is conditional upon, among other things, (1) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Top-Up Subscription Shares and (2) the completion of the Top-Up Placing. The net proceeds from the Top-Up Subscription of about HK$44.6 million will be used as the general working capital of the Group and investment funding to the Group on possible investment projects. At the request of the Company, trading in Shares on the Stock Exchange was suspended from 9:30 a.m. on Friday, 7 January 2005 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in Shares on the Stock Exchange with effect from 9:30 a.m. on Tuesday, 11 January 2005. THE PLACING AND SUBSCRIPTION AGREEMENT Date 7 January 2005 Parties involved The Joint Placing Agents, the Company and the Vendor Joint Placing Agents Phoenix Capital Securities Limited and Sinomax Securities Limited are the Joint Placing Agents and will receive a placing commission of 2.5% on the gross proceeds of the Top-Up Placing paid by the Company, which was arrived at after arm's length negotiations between the Company and the Joint Placing Agents.