09:14 SINO PROSPER<00766>-Announcement & Resumption of Trading(2) Indonesia Government body and obtain a mining right for not less than 20 years for an area not less than 500 million s.q. meters within the mines in the name of the proposed joint venture company. For the first phase of the Proposed Cooperation, the Directors expect that 200,000 metric tons per year of marine fuel oil would be marketed in the PRC and 250,000 metric tons per year of asphalt modifier would be market in the PRC, the United States of America or other countries. The Memorandum of Understanding does not constitute the parties' legally binding commitments as to the Proposed Cooperation. REASON FOR THE PROPOSED COOPERATION The Group is principally engaged in the property development and management in the PRC and investment in coal gas production and power generation in northern PRC. The Company has been reviewing various opportunities with an aim to diversify the variety of its business. Given that marine fuel oil and pure bitumen (Asphalt Modifier) may apply in different areas including power generation, construction and maintenance of high grading roads, the Directors consider that the Proposed Cooperation is a good investment opportunity by allowing the Group to enhance its spectrum of products in the area of power generation and construction and maintenance of roads. In addition, through the Proposed Cooperation with Indocarbon, the Group will have the opportunity to further expand its natural exploration (energy) business in Indonesia. The Directors are of the view that the continuation of the Proposed Cooperation will be beneficial to the business of the Group. 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. DEFINITION In this announcement, unless the context otherwise requires, the following terms shall have the following meaning: "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 "Formal Agreement" the joint venture agreement which may or may not be entered into in relation to the Proposed Cooperation "Group" the Company together with its subsidiaries "Indocarbon" P.T. Indocarbon Ekstraksi Utama, 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) "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Memorandum of Understanding" the memorandum of understanding dated 9 March 2005 entered into between Indocarbon and SPRL setting out the basic understanding in relation to the Proposed Cooperation "PRC" the People's Republic of China (for the purpose of this announcement, excludes the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan) "Proposed Cooperation" the proposed formation of joint venture between Indocarbon and SPRL in relation to bitumen extraction project "SPRL" Sino Prosper Resources Limited, a wholly owned subsidiary of the Company "Stock Exchange" The Stock Exchange of Hong Kong Limited By Order of the Board of Sino Prosper Holdings Limited Yeung Kit Director Hong Kong, 9 March 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 independent non-executive Directors.