09:14     SINO PROSPER<00766>-Announcement & Resumption of Trading(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)                                                         
                                                                              
    MEMORANDUM OF UNDERSTANDING IN RESPECT OF THE POSSIBLE FORMATION OF       
    JOINT VENTURE WITH AN INDEPENDENT THIRD PARTY FOR THE BITUMEN EXTRACTION  
    PROJECT                                                                   
                                                                              
    The Board is pleased to announce that on 9 March 2005, SPRL, a            
    wholly-owned subsidiary of the Company, entered into the Memorandum of    
    Understanding for the proposed formation of joint venture between SPRL    
    and Indocarbon, which together with its associates 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), for the bitumen  
    extraction project in Indonesia.                                          
                                                                              
    The Memorandum of Understanding does not constitute the parties' legally  
    binding commitment in respect of the Proposed Cooperation. SPRL shall be  
    entitled to be the controlling shareholder in the proposed joint venture  
    with not less than 51% interests. The form of cooperation has yet to be   
    concluded between Indocarbon and SPRL. The Proposed Cooperation is        
    subject to the execution and completion of the Formal Agreement in        
    relation thereto by the parties.                                          
                                                                              
    The Board wishes to emphasise that no binding agreement in relation to    
    the Proposed Cooperation has been entered into as at the date of this     
    announcement. As the Proposed Cooperation may or may not be entered       
    into, investors and shareholders of the Company are urged to exercise     
    caution when dealing in the securities of the Company. Further            
    announcement in respect of the Proposed Cooperation will be made by the   
    Company should any of the Formal Agreement has been signed.               
                                                                              
    At the request of the Company, trading in the shares of the Company was   
    suspended with effect from 2:30 p.m. on 9 March 2005. Application has     
    been made to the Stock Exchange for the resumption of trading in the      
    shares of the Company with effect from 9:30 a.m. on 10 March 2005.        
                                                                              
    THE MEMORANDUM OF UNDERSTANDING                                           
    Date: 9 March 2005                                                        
                                                                              
    Parties:                                                                  
                                                                              
    (i)        Indocarbon, which together with its associates 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).                                                                   
                                                                              
    (ii)        SPRL, a wholly-owned subsidiary of the Company.               
                                                                              
    The Proposed Cooperation                                                  
    Indocarbon has entered into the Memorandum of Understanding for the       
    Proposed Cooperation with SPRL for the bitumen extraction project in      
    Indonesia. The founder of Indocarbon has been patented with the           
    technology of extracting pure bitumen from asbuton (raw material of       
    asphalt). (Patent Number ID 0004877). It is contemplated that the joint   
    venture will be engaged in the extraction of pure bitumen and to produce  
    marine fuel oil and asphalt modifier.                                     
                                                                              
    As indicated by Indocarbon, according to the exploration reports based    
    on not less than 100 boring records issued by Canadian and Australian     
    consultancy firms, the range of bitumen content for the bitumen mine in   
    Buton Island of Indonesia is approximately 15% to 35%. Indocarbon         
    endeavors that the average bitumen content will be not less than 20%.     
    The mine is around 60 to 70 kilometers in length, around 10 to 15         
    kilometers in width and around 1 kilometer in depth of asphaltic rocks.   
    The estimated content of asbuton is not less than 200 million metric      
    tons (the estimated bitumen content of asbuton is around 45 million       
    metric tons) up to the depth of minus 40 meter within the mine. The       
    Directors confirm that further due diligence will be conducted in         
    relation to the above information before the entering into the Formal     
    Agreement.                                                                
                                                                              
    The capital of the joint venture will be agreed between Indocarbon and    
    SPRL and based on the assessment by SPRL of the business and prospect of  
    the marine fuel oil and bitumen businesses. SPRL shall be entitled to be  
    the controlling shareholder in the proposed joint venture with not less   
    than 51% interests. Indocarbon is responsible to apply to relevant