09:23     SINO PROSPER<00766>-Announcement & Resumption of Trading (3)        

    EFFECTS ON SHAREHOLDING                                                   
                    Immediately after completion         After completion of  
    the                                                                       
            Immediately before completion         of the Top-Up Placing but   
    Top-Up Placing and                                                        
    Name of Shareholder        of the Top-Up Placing        before the        
    Top-Up Subscription        the Top-Up Subscription                        
            No. of Shares        Approximate %        No. of Shares           
    Approximate %        No. of Shares        Approximate %                   
                                                                              
    Climax Park Limited                                                       
      (Note 1)        480,330,000        60.04        365,330,000             
    45.67        480,330,000        52.49                                     
    The Placees        nil        -        115,000,000        14.37           
    115,000,000        12.57                                                  
    Public shareholders        319,670,000        39.96        319,670,000    
    39.96        319,670,000        34.94                                     
                                                                              
                                                                              
            800,000,000        100.00        800,000,000        100.00        
    915,000,000        100.00                                                 
                                                                              
                                                                              
    Notes:                                                                    
                                                                              
    1.        These 480,330,000 Shares were held and beneficially owned by    
    Climax Park Limited, a company incorporated in the British Virgin         
    Islands and wholly owned by Mr. Leung Ngai Man, the Chairman and          
    executive Director.                                                       
                                                                              
    2.        To the best knowledge of the Directors, other than Climax Park  
    Limited, there are no other substantial Shareholders and connected        
    persons of the Company holding Company's shares.                          
                                                                              
    REASON FOR THE TOP-UP PLACING AND TOP-UP SUBSCRIPTION AND USE OF          
    PROCEEDS                                                                  
    The Directors considered various ways of raising funds and consider that  
    the Top-Up Placing and Top-Up Subscription represents an opportunity to   
    raise capital for the Company while broadening the shareholder base and   
    the capital base of the Company.                                          
                                                                              
    The gross proceeds from the Top-Up Subscription is HK$46.0 million. The   
    net proceeds from the Top-Up Subscription (after deducting the            
    underwriting commission for the Top-Up Placing and other expenses which   
    would be paid by the Company) of approximately 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. As at the date of this      
    announcement, no concrete plans or investment projects have been reached  
    or identified and there is no definite plan as to the allocation of the   
    net proceeds on general working capital or investment funding. Further    
    announcement will be made should there be any development of such         
    possible acquisition.                                                     
                                                                              
    GENERAL                                                                   
    The Group is principally engaged in property development and management   
    in the PRC and investment in coal gas production and power generation in  
    the northern PRC.                                                         
                                                                              
    General Mandate                                                           
    The Top-Up Subscription Shares will be issued under the general mandate   
    ("General Mandate") to allot, issue and deal with Shares granted to the   
    Directors by resolution of the Shareholders passed at the annual general  
    meeting (the "AGM") of the Company held on 24 August 2004 subject to the  
    limit up to 20% of the issued share capital of the Company (i.e.          
    160,000,000 Shares) as at the date of passing the resolution at the AGM.  
    As at the date of this announcement, none of the new Shares has been      
    issued under the General Mandate and no fund raising activities was       
    carried out by the Company in the 12 months immediately preceding the     
    date of this announcement.                                                
                                                                              
    SUSPENSION AND RESUMPTION OF TRADING                                      
    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.    
                                                                              
    TERMS AND DEFINITION                                                      
    "Board"        :        The board of directors of the Company             
                                                                              
    "Company"        :        Sino Prosper Holdings Limited, a limited        
    liability company incorporated in Cayman Islands and the shares of which  
    are  listed on the main board of the Stock Exchange