Sino Prosper : DISCLOSEABLE TRANSACTIONS PROVISION OF LOANS TO INDEPENDENT THIRD PARTIES

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SINO PROSPER (GROUP) HOLDINGS LIMITED

中盈（集團）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 766)

DISCLOSEABLE TRANSACTIONS

PROVISION OF LOANS TO INDEPENDENT THIRD PARTIES

On 1 February 2020, the Lender, an indirect wholly-owned subsidiary of the Company, entered into the Loan Agreements with each of the Borrowers separately. Except for the parties involved in and the principal loan amount of each of the Loan Agreements, other principal terms of the Loan Agreements are the same. The Loan Agreements were received by the Group on 10 February 2020.

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The lending of the loans as set out in the Loan Agreements will be funded by internal resources of the Group.

INFORMATION OF THE GROUP, THE LENDER AND THE BORROWERS

The principal activity of the Company is investment holding. The Group is principally engaged in (i) the investment and operation in energy and natural resources related projects and services; and (ii) the provision of loan financing and investment and management consultation services in the PRC.

The Lender is an indirect wholly-owned subsidiary of the Company and was established in the PRC. The Lender is principally engaged in the provision of loan financing and investment in the PRC.

The Borrowers are individuals who, to the best of the Directors' knowledge, information and belief having made all reasonable enquiries, Independent Third Parties not connected with the Company and its connected persons.

REASONS FOR AND BENEFITS OF THE PROVISION OF THE LOANS

The provision of the loans as set out in the Loan Agreements are transactions carried out as part of the ordinary and usual course of business of the Group and is expected to generate an aggregate of interest income of RMB5,280,000 (equivalent to approximately HK$5,932,584) for the Group.

The terms of the Loan Agreements (including the interest rate) were arrived at by the parties thereto after arm's length negotiations. The Directors consider that the terms of the Loan Agreements are normal commercial terms and are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the amount of each of the Loan Agreements with each of the Borrowers is more than 5% but less than 25%, the entering into each of the Loan Agreements by the Group and each of the Borrowers constitutes discloseable transactions of the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under the Listing Rules.

DEFINITIONS

In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings:

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Unless otherwise specified, translation of RMB into HK$ in this announcement is based on the exchange of RMB0.89:HK$1.00.

• For identification purpose only.

As at the date of this announcement, the executive Directors of the Company are Mr. Leung Ngai Man and Ms. Wong Li Fong, and the independent non-executive Directors of the Company are Mr. Miao Yanan, Mr. Cai Wei Lun and Mr. Zhang Qingkui.

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