Sino Prosper : VOLUNTARY ANNOUNCEMENT ACQUISITION OF RAW FLUORITE

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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)

VOLUNTARY ANNOUNCEMENT

ACQUISITION OF RAW FLUORITE

This announcement is made by the Company on a voluntary basis.

The Board is pleased to announces that on 14 August 2020 (after trading hours), the Purchaser, an indirect wholly-owned subsidiary of the Company, entered into the Ore Purchase and Sale Contract with the Vendor, pursuant to which the Purchaser has agreed to purchase, and the Vendor has agreed to sell, 100 tons of raw fluorite, at a total consideration of approximately RMB214,700.

THE ORE PURCHASE AND SALE CONTRACT

The principal terms of the Ore Purchase and Sale Contract are set out as below:

Ore to be purchased: 100 tons of raw fluorite, which shall be delivered to the Purchaser at its designated warehouse on or before 31 October 2020

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Consideration

The Consideration for the Ore Purchase and Sale Contract is RMB214,700 (equivalent to approximately HK$238,556), which includes 13% value added tax, which shall be payable in cash by the Purchaser upon the receipt of the raw fluorite. The Consideration was determined after arm's length negotiation between the Vendor and the Purchaser with referencing to the prevailing market price of raw fluorite of similar quality. The Consideration shall be funded by internal resources of the Group.

INFORMATION OF THE GROUP, THE PURCHASER AND THE VENDOR

The principal activity of the Company is investment holding. The Group is principally engaged in (i) investment in energy and natural resources (including precious metals) related projects; (ii) provision of loan financing and investment and management consultation services in the PRC; and (iii) import, distribution and sales of food and beverage products.

The Purchaser is an indirect wholly-owned subsidiary of the Company and was established in the PRC. The Purchaser is principally engaged in the provision of investment, management and mining consultation services in the PRC.

Based on the information provided by the Vendor, the Vendor is a company established under the laws of the PRC whose scope of business includes wholesale of metals and metal mines, wholesale of non-metallic minerals and products, commodity wholesale trade, wholesale and import and export of metal products and electrical equipment, and trade agent for technology import and export. The Vendor is a company wholly owned by Mr. Leung, and hence, a connected person of the Group.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The demand for fluorite, as a national strategic resource, is increasing in the PRC. Fluorite is widely used in traditional areas such as metallurgy, chemical engineering, building materials and optics, and have been initially applied in strategically emerging industries such as new energy and new materials in recent years. The main types of fluorite products are acid fluorite fine powder, high grade fluorite lump ore, metallurgical fluorite fine powder and ordinary fluorite raw ore. As disclosed in the 2020 annual report, the Group has obtained relevant business licences and ordered a batch of fluorite relevant processing and manufacturing facilities. Through processing raw fluorite, the Group would generate income from selling the finished products to third parties.

If the raw fluorite purchased fulfills relevant requirements, it may consider to continue to purchase raw fluorite from the Vendor in the future. The Group shall comply with relevant Listing Rules for any future acquisition of raw fluorite from the Vendor.

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The Acquisition is carried out as part of the ordinary and usual course of business of the Group. The terms of the Ore Purchase and Sale Contract were arrived at by the parties thereto after arm's length negotiations. The Directors consider that the terms of the Ore Purchase and Sale Contract 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 all of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Acquisition is less than 5%, the entering into the Ore Purchase and Sale Agreement by the Purchaser is exempt from the reporting and announcement requirements under the Listing Rules.

The Vendor is wholly owned by Mr. Leung, a substantial Shareholder of the Company, and therefore is a connected person of the Company. As the Consideration is less than HK$3,000,000, the Acquisition constitutes a connected transaction but was exempt from the reporting, announcement and independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

DEFINITIONS

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

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Hong Kong, 14 August 2020

Unless otherwise specified, translation of RMB into HK$ in this announcement is based on the exchange of RMB0.90:HK$1.00.

* For identification purpose only.

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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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