09:24     SINO PROSPER<00766> - 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.                   
                                                                              
    SINO PROSPER HOLDINGS LIMITED                                             
    (incorporated in the Cayman Islands with limited liability)               
    (Stock code: 766)                                                         
                                                                              
    DISCLOSEABLE TRANSACTION                                                  
    FORMATION OF A JOINT VENTURE COMPANY IN THE PRC                           
                                                                              
    On 4 February 2005, SPGL, a wholly-owned subsidiary of the Company,       
    entered into the Joint Venture Agreement with the Joint Venture Partner   
    for the establishment of the Joint Venture Company, an equity joint       
    venture company established in the PRC. Upon the establishment, the       
    Joint Venture Company will be owned as to 95% by the Group and as to 5%   
    by the Joint Venture Partner.                                             
                                                                              
    Pursuant to the Joint Venture Agreement, the total investment of the      
    Joint Venture Company will amount to RMB125.0 million (or approximately   
    HK$117.9 million) with registered capital of RMB50.0 million (or          
    approximately HK$47.2 million). The registered capital of the Joint       
    Venture Company will be contributed as to RMB47.5 million in cash (or     
    approximately HK$44.8 million) by SPGL and as to RMB2.5 million in cash   
    (or approximately HK$2.4 million) by the Joint Venture Partner.           
                                                                              
    Pursuant to the Listing Rules, as some of the applicable Percentage       
    Ratios are over 5% but less than 25%, the entering into of the Joint      
    Venture Agreement constitutes a discloseable transaction of the Company.  
    A circular containing further details of the Joint Venture Agreement      
    will be despatched to the shareholders of the Company as soon as          
    practicable.                                                              
                                                                              
    THE JOINT VENTURE AGREEMENT DATED 4 FEBRUARY 2005                         
    Parties                                                                   
    (i)        Lang Fang Development District Northern China Petroleum        
    Sales Company, together with its ultimate legal beneficial owners, are    
    independent of and not connected with the Company, the directors, chief   
    executives and substantial shareholders of the Company and its            
    subsidiaries and their respective associates (as defined in the Listing   
    Rules); and                                                               
                                                                              
    (ii)        SPGL                                                          
                                                                              
    The Joint Venture Company                                                 
    Pursuant to the terms and conditions of the Joint Venture Agreement,      
    SPGL and the Joint Venture Partner have agreed to set up the Joint        
    Venture Company as an equity joint venture company in the PRC for a term  
    of 30 years commencing from the date of issue of the business license of  
    the Joint Venture Company. As at the date of this announcement, the       
    business license of the Joint Venture Company has not been issued yet.    
                                                                              
    The Joint Venture Company will be principally engaged in the wholesale,   
    sales, transportation and storage of petroleum gas including LPG, LNG     
    and other petroleum products.                                             
                                                                              
    Capital contribution                                                      
    Pursuant to the Joint Venture Agreement, the total investment of the      
    Joint Venture Company will amount to RMB125.0 million (or approximately   
    HK$117.9 million). The registered capital of the Joint Venture Company    
    is RMB50.0 million (or approximately HK$47.2 million) which will be       
    contributed as to RMB47.5 million in cash (or approximately HK$44.8       
    million) by SPGL from the internal financial resources of the Group, and  
    as to RMB2.5 million in cash (or approximately HK$2.4 million) by the     
    Joint Venture Partner. The total investment amount of RMB125.0 million    
    and the registered capital of the Joint Venture Company were determined   
    after arm's length negotiation between SPGL and the Joint Venture         
    Partner and such amount in excess of the registered capital is to         
    provide flexibility for future development of the Joint Venture Company.  
    Upon the establishment, the Joint Venture Company will be owned as to     
    95% by the Group and as to 5% by the Joint Venture Partner. Pursuant to   
    the Joint Venture Agreement, there is no capital commitment for the       
    Group to contribute beyond the capital contribution of RMB47.5 million    
    and up to the investment amount of RMB125 million and the Group is        
    obligated to contribute only the capital contribution of RMB47.5 million  
    at present. Furthermore, it was stated in the Joint Venture Agreement     
    that any excess funding requirement beyond the capital contribution of    
    RMB47.5 million and up to the total investment amount of RMB125 million   
    would be funded by way of bank loans. Any investment amount in excess of  
    the capital contribution, which may or may not be necessary, will be      
    used for possible future expansion of the Joint Venture Company should    
    circumstances necessitate. In the event that further capital commitment   
    occurs, the Company will make proper disclosure to the Stock Exchange