09:23     SINO PROSPER<00766>-Announcement & Resumption of Trading (4)        

    "Director(s)"        :        director(s) of the Company                  
                                                                              
    "Group"        :        the Company and its subsidiaries                  
                                                                              
    "Hong Kong"        :        Hong Kong Special Administrative Region of    
    the People's Republic of China                                            
                                                                              
    "Last Trading Day"        :        6 January 2005, being the last         
    trading day for the Shares prior to this announcement and on which        
    trading of Shares being suspended at 9:30 a.m. on 7 January 2005 pending  
    release of this announcement                                              
                                                                              
    "Listing Rules"        :        the Rules Governing the Listing of        
    Securities on the Stock Exchange                                          
                                                                              
    "Joint Placing Agents"        :        Phoenix Capital Securities         
    Limited, a licensed corporation to carry on business in types 1, 4, 6     
    and 9 regulated activities (dealing in securities, advising on            
    securities and corporate finance, and asset management) under the         
    Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)   
    and Sinomax Securities Limited, a licensed corporation to carry on        
    business in type 1 regulated activity (dealing in securities) under the   
    Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)   
                                                                              
    "Placing and Subscription         :        the placing and subscription   
    agreement entered into between                                            
      Agreement"                the Vendor, the Company and the Joint         
    Placing Agents dated 7 January 2005 in relation to the Placing            
                                                                              
    "PRC"        :        the People's Republic of China but excluding Hong   
    Kong, the Macau Special Administrative Region of the People's Republic    
    of China and Taiwan                                                       
                                                                              
    "Shareholder(s)"        :        holder(s) of the Share(s)                
                                                                              
    "Share(s)"        :        ordinary share(s) of HK$0.01 in the share      
    capital of the Company                                                    
                                                                              
    "Stock Exchange"        :        The Stock Exchange of Hong Kong Limited  
                                                                              
    "Top-Up Placing"        :        the placing of 115,000,000 existing      
    Shares beneficially owned by the Vendor pursuant to the terms of the      
    Placing and Subscription Agreement                                        
                                                                              
    "Top-Up Placing Price"        :        HK$0.4 per Share                   
                                                                              
    "Top-Up Placing Shares"        :        An aggregate of 115,000,000       
    existing Shares beneficially owned by the Vendor and to be placed         
    pursuant to the Placing and Subscription Agreement                        
                                                                              
    "Top-Up Subscription"        :        the subscription of 115,000,000     
    new Shares pursuant to the term of Placing and Subscription Agreement     
                                                                              
    "Top-Up Subscription Price"        :        HK$0.4 per Share              
                                                                              
    "Top-Up Subscription Shares"        :        a total of 115,000,000 new   
    Shares to be subscribed for by the Vendor pursuant to the Placing and     
    Subscription Agreement                                                    
                                                                              
    "Vendor"        :        Climax Park Limited, a company incorporated in   
    the British Virgin Islands and wholly owned by Mr. Leung Ngai Man, the    
    Chairman and executive Director                                           
                                                                              
    "HK$"        :        Hong Kong dollars, the lawful currency of Hong      
    Kong                                                                      
                                                                              
    "%"        :        per cent.                                             
    By order of the Board                                                     
    Sino Prosper Holdings Limited                                             
    Yeung Kit                                                                 
    Executive Director                                                        
    Hong Kong, 10 January 2005                                                
                                                                              
    As at the date of this announcement, Mr. Leung Ngai Man, Mr. Yeung Kit    
    are the executive directors and Mr. Chan Sing Fai, Mr. Cai Wei Lun, Mr.   
    Leung Wai Cheung are the independent non-executive directors.