09:44     SINO PROSPER<00766>-Announcement & Resumption of Trading (3)        

    disclosure to the Stock Exchange immediately and comply with the Listing  
    Rules accordingly. Pursuant to the Joint Venture Agreement, SPGL and the  
    New Joint Venture Partner will contribute 15% of their respective         
    registered capital in the Joint Venture Company in cash within 90 days    
    after the issuance of the Joint Venture Company's business license. The   
    remaining respective registered capital of the Joint Venture Company to   
    be contributed by SPGL and the New Joint Venture Partner is payable       
    within two years after the issuance of the Joint Venture Company's        
    business license. The Directors believe that the terms of the Joint       
    Venture Agreement and the Supplemental Agreement are fair and reasonable  
    and in the interests of the shareholders of the Company as a whole.       
                                                                              
    Profit sharing                                                            
    SPGL and the New Joint Venture Partner will share all the profit, loss,   
    costs and risk in proportion to their respective interest in the          
    registered capital of the Joint Venture Company. The future results of    
    the Joint Venture Company will be consolidated into the Group's           
    accounts.                                                                 
                                                                              
    Composition of board of directors of the Joint Venture Company            
    The board of directors of the Joint Venture Company will comprise four    
    directors, of which three will be appointed by SPGL and one will be       
    appointed by the New Joint Venture Partner.                               
                                                                              
    Responsibilities of the New Joint Venture Partner and the Group           
    The New Joint Venture Partner is responsible for, amongst other things,   
    the followings:                                                           
                                                                              
    (i)        to assist in applying for the relevant approvals,              
    registrations and licenses from the relevant PRC government authorities   
    for the establishment of the Joint Venture Company;                       
                                                                              
    (ii)        to assist in purchasing or renting the equipment, material,   
    raw materials, transportation facilities and communication facilities     
    for the Joint Venture Company;                                            
                                                                              
    (iii)        to assist in employing management, technicians, workers and  
    other staff for the Joint Venture Company in the PRC; and                 
                                                                              
    (iv)        to assist in obtaining the necessary visa and working permit  
    for overseas staff of the Joint Venture Company.                          
                                                                              
    Pursuant to the Joint Venture Agreement, SPGL is responsible for,         
    amongst other things, the followings:                                     
                                                                              
    (i)        to assist in purchasing equipment and materials from           
    overseas;                                                                 
                                                                              
    (ii)        to provide the necessary technicians for the production,      
    inspection, installation and testing of facilities;                       
                                                                              
    (iii)        to provide training to the technicians and workers of the    
    Joint Venture Company; and                                                
                                                                              
    (iv)        other matters entrusted by the Joint Venture Company.         
                                                                              
    The New Joint Venture Partner is a limited company established in the     
    PRC and is principally engaged in the businesses of selling petroleum     
    products and construction of natural gas pipelines. The New Joint         
    Venture Partner possesses over ten years of experience in the natural     
    gas, including LNG and LPG projects and the sales of the petroleum        
    products in the PRC. Leveraged on the extensive experience of the New     
    Joint Venture Partner in the area of energy-related business in the PRC,  
    the Directors consider that the Joint Venture Company would represent a   
    good investment opportunity for the Group to develop the natural gas      
    market in the PRC.                                                        
                                                                              
    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.                 
                                                                              
    (II)        PROJECT DEVELOPMENT CO-OPERATION AGREEMENT FOR THE BITUMEN    
    EXTRACTION PROJECT                                                        
    Reference is made to the announcement of Sino Prosper Holdings Limited    
    (the "Company") dated 9 March 2005 (the "Announcement"). Terms used       
    herein shall have the same meanings as adopted in the Announcement.       
                                                                              
    Further to the Announcement and the announcement of the Company dated 16  
    March 2005 regarding the negotiation with a business partner in the PRC,