09:43 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) (I) DISCLOSEABLE TRANSACTION - FORMATION OF JOINT VENTURE COMPANY WITH THE NEW JOINT VENTURE PARTNER IN THE PRC (AND TERMINATION OF ARRANGEMENT WITH THE JOINT VENTURE PARTNER) (II) PROJECT DEVELOPMENT CO-OPERATION AGREEMENT FOR THE BITUMEN EXTRACTION PROJECT (III) UNUSUAL TRADING VOLUME MOVEMENT The Company was informed by the Joint Venture Partner on 11 March 2005 that the Joint Venture Partner would like to withdraw from the formation of the Joint Venture Company because the Joint Venture Partner is undergoing a corporate restructuring. On 15 March 2005, SPGL, the Joint Venture Partner and the New Joint Venture Partner entered into the Supplemental Agreement pursuant to which the Joint Venture Partner agreed to withdraw from and the New Joint Venture Partner agreed to replace the Joint Venture Partner in the formation of the Joint Venture Company. 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. Upon the establishment, the Joint Venture Company will be owned as to 95% by the Group and as to 5% by the New Joint Venture Partner. The New Joint Venture Partner shall assume all the rights and responsibilities of the Joint Venture Partner stipulated in the Joint Venture Agreement. The total investment of the Joint Venture Company will amount to RMB125.0 million (equivalent to approximately HK$117.9 million). The registered capital of the Joint Venture Company will be contributed as to RMB47.5 million in cash (equivalent to approximately HK$44.8 million) by SPGL and as to RMB2.5 million in cash (equivalent to approximately HK$2.4 million) by the New Joint Venture Partner which were determined after arm's length negotiation. Save as disclosed above, there is no other alteration in the terms of the Joint Venture Agreement and the Joint Venture Agreement shall continue to remain in full force and effect. Pursuant to the Listing Rules, as the applicable percentage ratios are over 5% but less than 25%, the entering into the Supplemental Agreement constitutes a discloseable transaction of the Company. A circular containing further details of the Supplemental 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. In addition, further to the announcement of the Company dated 9 March 2005 in relation to the memorandum of understanding in respect of the possible formation of joint venture with an independent third party for the bitumen extraction project, the Directors are pleased to announce that SPRL and CMEC entered into the Agreement on 17 March 2005 pursuant to which: (A) CMEC will act as the project consultant to perform the feasibility study and due diligence of the bitumen extraction project and the details of the appointment will be subject to the negotiation and agreement between SPRL and CMEC; (B) subject to the result of the feasibility study, CMEC is interested to be appointed as the engineering procurement construction contractor for the project for which the appointment terms and conditions are subject to further negotiation. (C) SPRL shall make all necessary arrangements and acquire all necessary data in respect of the project while CMEC shall provide financing arrangement for the phase 1 project for the production of 200,000 metric tons Marine Fuel Oil and 250,000 metric tons Asphalt Modifier including seller's credit; and (D) CMEC shall assist to procure potential purchasers in the PRC for all the Products produced or extracted from the project at a price not higher than the international oil market price. The Directors have noted the increase in trading volume of the shares of the Company on 17 March 2005 and wish to state that they are not aware of any reasons for such increase save as disclosed in this announcement. Save as disclosed in the announcements of the Company dated 19 November