Sino Prosper : VOLUNTARY ANNOUNCEMENT MOU IN RELATION TO SUBSCRIBING IN THE CONTROLLING INTEREST OF THE BEVERAGE COMPANY

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim 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 (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

MOU IN RELATION TO SUBSCRIBING IN THE CONTROLLING INTEREST

OF THE BEVERAGE COMPANY

The Board is pleased to announce that on 25 September 2019 (after trading hours), States Gold, a wholly owned subsidiary of the Company, and the Beverage Company, entered into the MOU that States Gold may subscribe in the controlling interest of the Beverage Company, subject to the satisfaction of due diligence results of the Company.

THE MOU

Set out below are the details of the MOU.

Date: 25 September 2019

Parties:

1. States Gold, and
2. the Beverage Company.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Beverage Company and its respective ultimate beneficial owners are Independent Third Parties and not connected persons of the Company (as defined in the Listing Rules).

States Gold will conduct due diligence procedures before entering into a formal agreement. If the Directors are satisfied with the due diligence result, States Gold will enter into a formal agreement to invest in the shares of the Beverage Company. The percentage of shares to be subscribed by States Gold is still under negotiation and subject to the due diligence result. It is expected that the Beverage Company will become a subsidiary of the Company upon entering into the formal agreement.

The MOU is effective one year from the date of signing. The Beverage Company shall not negotiate with any third parties for the transfer of or investment in the equity of the Beverage Company within such period.

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The MOU is not and shall not constitute any agreement (i) to negotiate toward or consummate any of the transactions contemplated by cooperations, or (ii) to enter into any agreement. Neither party shall have any liability to other party for failure to execute any agreement or definitive document, and any party may terminate negotiations with respect to any or all matters set forth in the MOU at any time for any reason or no reason at all without liability to the other party.

INFORMATION ABOUT THE BEVERAGE COMPANY

The Beverage Company is mainly engaged in the import and distribution of food and beverage. The Beverage Company has obtained from Royal Plus Co. Ltd., a company in Thailand, the exclusive distributorship in the

PRC for Coco Coff, a coconut coffee beverage it produces, for a term of 20 years. The Beverage Company has registered the trademark "Coco Coff "*（泰酷啡）for that product in the PRC.

The Beverage Company has won the tender and entered into a procurement contract with Petro China Kunlun Hospitality Co., Ltd.*（中石油昆侖好客有限公司）to sell the "Coco Coff" coconut coffee beverage in its

nationwide network. "Kunlun Hospitality（昆侖好客）" is the name of a convenient store at the gas stations of Petro China and it has over 20,000 convenient stores at gas stations all over the country.

"Coco Coff " is currently the only saleable bottled coconut coffee beverage in the PRC market.

REASONS FOR ENTERING INTO THE MOU

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 Company has been actively looking for opportunities and cooperating with various companies worldwide that have promising outlooks and prospects as the coffee market in the PRC is growing rapidly. According to the statistics of the International Coffee Organization, the coffee consumption in the PRC is growing at a speed of 15% year by year. It is expected that in 2020, the sales volume of the coffee market in the PRC will reach RMB300 billion. The Directors are of view that subscribing in the shares of the Beverage Company can allow the Company to participate in and enter into the massive coffee beverage market in the PRC and is hence in the interest of the Company and its shareholders as a whole.

The Company will make further announcement in respect of the entering into a formal agreement as and when appropriate in accordance with the applicable Listing Rules.

DEFINITIONS

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

"Board"

the board of Directors

"Beverage Company"Guangzhou Golden Trading Co., Ltd.*（廣州金兌商貿有限公司）, a company established in the PRC with limited liability

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"Company"Sino Prosper (Group) Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Stock Exchange

"connected persons"

"Director(s)"

"Group"

"Independent Third

Party(ies)"

"Listing Rules"

"MOU"

"PRC"

"States Gold"

"Stock Exchange"

Hong Kong, 25 September 2019

has the meaning ascribed thereto under the Listing Rules

the director(s) of the Company

the Company and its subsidiaries

party(ies) who is (are) not connected person(s) of the Company and its subsidiaries and is (are) third party(ies) independent of the Company and connected persons of the Company

the Rules Governing the Listing of Securities on the Stock Exchange

the memorandum of understanding dated 25 September 2019 made between States Gold and the Beverage Company

the People's Republic of China

Sino Prosper (States Gold) Investment Limited

The Stock Exchange of Hong Kong Limited

By Order of the Board

Sino Prosper (Group) Holdings Limited

Leung Ngai Man

Chairman and Executive Director

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.

• For identification purposes only

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