09:43 SINO PROSPER<00766>-Announcement & Resumption of Trading (2) 2004, 3 January 2005, 27 January 2005, 14 February 2005, 9 March 2005 and that the Company is negotiating with a business partner in the PRC which is an independent third party for a possible cooperation, the Directors confirm that there are no negotiations or agreements relating to intended acquisitions or realizations which are discloseable under rule 13.23 of the Listing Rules. The Directors are not aware of any matter discloseable under the general obligation imposed by rule 13.09 of the Listing Rules, which is or may be of a price-sensitive nature. This statement is made by the order of the Board of the Company, the Directors of which individually and jointly accept responsibility for the accuracy of this statement. At the request of the Company, trading in the shares of the Company was suspended with effect from 9:30 a.m. on 18 March 2005 pending for the issuance of this announcement. 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 23 March 2005. (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) Reference is made to the announcement of the Company dated 8 February 2005 and the circular issued by the Company dated 28 February 2005 in relation to the formation of CNPC Sino Prosper Petroleum and Gas Company Limited (*) (the "Joint Venture Company") in the PRC. The Directors would like to announce that the Company was informed by * (Lang Fang Development District Northern China Petroleum Sales Company) ( 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 and the Joint Venture Partner is of the view that the formation of the Joint Venture Company may affect its corporate restructuring progress. As such, it is the intention of the Joint Venture Partner to withdraw from the formation of the Joint Venture Company so as not to affect the progress of forming the Joint Venture Company. On 15 March 2005, SPGL, the Joint Venture Partner and * (Wuhan Hengsheng Shimao Petroleum Natural Gas Pipeline Engineering Company Limited) (the " New Joint Venture Partner") entered into a supplemental agreement (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 and such arrangement is not subject to approval. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the New Joint Venture Partner, 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). The Joint Venture Company will be principally engaged in the wholesale, sales, transportation and storage of petroleum gas including liquid petroleum gas (LPG), liquefied natural gas (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. Pursuant to the terms and conditions of the Joint Venture Agreement and the Supplemental Agreement, SPGL and the New 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. 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 from the internal financial resources of the Group 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. Pursuant to the Joint Venture Agreement, there is no capital commitment for the Group to contribute beyond the capital contribution of RMB47.5 million up to the investment amount of RMB125 million and the Group is obligated to contribute only the capital contribution of RMB47.5 million in the present. Furthermore, it was stated in the Joint Venture Agreement that any excess funding requirement beyond the capital contribution of RMB47.5 million 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