09:09 HERITAGE INT'L<00412>-Announcement&Resumption of Trading(2) At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 24th January, 2005 pending the release of this announcement. Application has been made by the Company for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 26th January, 2005. THE VERBAL AGREEMENT Date: 22nd January, 2005 Parties: the Founders Alpha Aim Vision Gate Rightmind Terms: Conditional upon approval of the FM Transactions (excluding the Placing) by Shareholders at the SGM:- (i) Rightmind will acquire 20 FM Shares at US$20 from the Founders at US$20; (ii) Rightmind will make the Found Macau Loan of HK$100 million to Found Macau, details of which are described below; and (iii) Rightmind will enter into the Shareholders Agreement with the Founders and Vision Gate and Alpha Aim. A formal Shareholders Agreement will be entered into as soon as practicable after the Shareholders approve the FM Transactions at the SGM. Shareholders of Found Macau As at the date of this Announcement, the shareholders of Found Macau are: (1) Lao Hin Chun - 29 FM Shares, representing 29% of the issued share capital of Found Macau; (2) Filipe Lau - 40 FM Shares, representing 40% of the issued share capital of Found Macau; (3) Lourenco Cheong - 30 FM Shares, representing 30% of the issued share capital of Found Macau; and (4) Vision Gate - 1 FM Share, representing 1% of the issued share capital of Found Macau. Vision Gate deposited a shareholders loan in the amount of HK$5,000,000 in cash on the same terms as the Found Macau Loan (save as to amount and that it is contributed in cash). The promissory note for the loan will be executed when the HK$500 million shareholders loans have been advanced. Alpha Aim has conditionally agreed to, inter alia, acquire 30 FM Shares from the Founders and make a loan of HK$150 million to Found Macau, subject to the approval of shareholders of China United in a general meeting. Vision Gate Vision Gate is a wholly-owned subsidiary of Unity. Vision Gate is an investment holding company set up to invest in Found Macau. Alpha Aim Alpha Aim is a wholly-owned subsidiary of China United. Alpha Aim is an investment holding company set up to invest in Found Macau. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, Vision Gate and Alpha Aim are not Connected Persons of the Company and are otherwise independent of the Company and Connected Persons of the Company. If shareholders approve the FM Transactions but not the Placing at the SGM, the Company intends to fund its obligation under the Found Macau Loan by internal resources, equity or debt fund raising exercises or a combination thereof depending on market conditions. If the terms of the Shareholders Agreement when executed are materially different to that set out below, the Company will notify Shareholders by way of an announcement. The shareholding structure of Found Macau on completion of the Verbal Agreement will be:- (1) The Founders - 49% (tentatively to be held by Lao Hin Chun as to 9%, Filipe Lau as to 20% and Lourenco Cheong as to 20%)