09:51     SINO PROSPER<00766> - Announcement (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)                                                         
                                                                              
    DISCLOSEABLE TRANSACTION                                                  
    FORMATION OF A JOINT VENTURE COMPANY IN INDONESIA                         
                                                                              
    On 25 April 2005, SP Resources, a wholly-owned subsidiary of the          
    Company, entered into the Joint Venture Agreement with Mr. Sayono and     
    Mr. Hariono Moeliawan for the establishment of the Joint Venture          
    Company, a limited liability joint venture company incorporated in        
    Indonesia for the purpose of extraction of bitumen in the bitumen mine    
    in Buton Island, Indonesia. Upon the establishment, the Joint Venture     
    Company will be owned as to 65% by the Group, as to 25% by Mr. Sayono     
    and as to 10% by Mr. Hariono Moeliawan.                                   
                                                                              
    Pursuant to the Joint Venture Agreement, the initial investment and       
    authorised share capital of the Joint Venture Company will amount to      
    US$5,000,000 (equivalent to approximately HK$39,000,000) and the initial  
    paid up capital of the Joint Venture Company will amount to US$1,250,000  
    (equivalent to approximately HK$9,750,000). The initial paid up capital   
    of the Joint Venture Company will be contributed as to US$812,500         
    (equivalent to approximately HK$6,337,500) by SP Resources. SP            
    Resources, Mr. Sayono and Mr. Hariono Moeliawan agree that Mr. Sayono     
    shall transfer the Patent Technology to the Joint Venture Company as      
    payment in kind in exchange for 35% of the issued share capital of the    
    Joint Venture Company, 25% to Mr. Sayono and 10% to Mr. Hariono           
    Moeliawan. Save as the initial investment amount of US$5,000,000 for the  
    Joint Venture Company, the Group, Mr. Sayono and Mr. Hariono Moeliawan    
    do not have any capital commitment to the Joint Venture Company.          
                                                                              
    On 25 April 2005, the Ministry of BAPPENAS (National Development          
    Planning Agency *) of Indonesia issued a letter                           
    supporting the incorporation of the Joint Venture Company for the         
    investment of the bitumen extraction project at Buton Island, Indonesia,  
    all in accordance with the applicable laws and regulation of Indonesia.   
                                                                              
    Pursuant to the Listing Rules, as the largest of the applicable           
    Percentage Ratios is over 5% but less than 25%, the entering into of the  
    Joint Venture Agreement constitutes a discloseable transaction of the     
    Company under the Listing Rules. A circular containing further details    
    of the Joint Venture Agreement will be despatched to the shareholders of  
    the Company as soon as practicable.                                       
                                                                              
    Reference is made to the announcements of the Company dated 9 and 22      
    March 2005 respectively in relation to the bitumen extraction project.    
                                                                              
    THE JOINT VENTURE AGREEMENT DATED 25 APRIL 2005                           
    Parties                                                                   
    (i)        SP Resources;                                                  
                                                                              
    (ii)        Mr. Sayono, an individual who is 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); and              
                                                                              
    (iii)        Mr. Hariono Moeliawan, an individual who is 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                                                 
    Pursuant to the terms and conditions of the Joint Venture Agreement, SP   
    Resources, Mr. Sayono and Mr. Hariono Moeliawan have agreed to set up     
    the Joint Venture Company as a limited liability company in Indonesia.    
                                                                              
    It is planned that the Joint Venture Company will be principally engaged  
    in extraction of bitumen in the bitumen mine in Buton Island, Indonesia.  
    Phase 1 of the bitumen extraction project to be conducted by the Joint    
    Venture Company in which the products are minimum 200,000 metric tons     
    per year of marine fuel oil to be marketed 100% in the PRC, minimum       
    250,000 metric tons of superpave asphalt modifier and epure modifier to   
    be marketed in the PRC and the US or other countries. 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 Buton Bitumen Mine is approximately 15% to 35%. Buton Bitumen Mine    
    is around 60 to 70 kilometers in length, around 10 to 15 kilometers in    
    width and around 1 kilometer in depth of asphaltric rocks. The estimated  
    content of asbuton is not less than 200 million metric tons (the