09:25 SINO PROSPER<00766> - Announcement (3) and leveraged on the expertise of the Joint Venture Partner in running energy-related business, the Directors are of the view that the Joint Venture Company would represent a good opportunity for the Group to develop the natural gas market in the PRC. GENERAL 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 and in any event within 21 days from the publication of this announcement. DEFINITIONS "Board" the board of Directors "Company" Sino Prosper Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Stock Exchange "Directors" the directors of the Company "Group" the Company together with its subsidiaries "Hong Kong" Hong Kong Special Administrative Region of the PRC "Joint Venture Agreement" the joint venture agreement dated 4 February 2005 entered into between SPGL and the Joint Venture Partner for the establishment of the Joint Venture Company "Joint Venture Company" CNPC Sino Prosper Petroleum and Gas Company Limited, a sino-foreign equity joint venture company to be incorporated in the PRC pursuant to the Joint Venture Agreement "Joint Venture Partner" 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). Lang Fang Development District Northern China Petroleum Sales Company is wholly and beneficially owned by China Petroleum Pipeline Bureau, a state-owned enterprise in the PRC "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "LNG" liquefied natural gas "LPG" liquid petroleum gas "Percentage Ratios" has the meaning set out in Rule 14.04(9) of the Listing Rules "PRC" the People's Republic of China (for the purpose of this announcement), excludes Hong Kong, the Macau Special Administrative Region and Taiwan) "SPGL" Sino Prosper Gas Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited "RMB" Renminbi, the lawful currency of the PRC "HK$" Hong Kong dollars, the lawful currency of Hong Kong "%" per cent. All amounts in RMB have been translated into HK$ at the rate of HK$1.00 = RMB1.06 in this announcement for illustration purpose only. By Order of the Board Sino Prosper Holdings Limited Yeung Kit Director Hong Kong, 8 February 2005 As at the date of this announcement, the Board comprises Mr. Leung Ngai Man, Mr. Yeung Kit and Mr. Wong Wa Tak as executive Directors and Mr. Chan Sing Fai, Mr. Cai Wei Lun and Mr. Leung Wai Cheung as the independent non-executive Directors.