09:11     HERITAGE INT'L<00412>-Announcement&Resumption of Trading(9)         

                                              Notes at HK$0.05                
                                              per Share Note 1                
                                              After the Placing               
                                              of the New                      
                                              Convertible Notes               
                                              by the Placing                  
                                              Agent up to the                 
                                              principal amount of             
                                              HK$100 million and              
                                              assuming the FM                 
                                              Convertible Note is             
                                              issued to Found                 
                                              Macau in the                    
                                              principal amount of             
                                              HK$50 million and               
                                              assuming full                   
                                              conversion of the               
                                              New Convertible and             
                                              Found Macau                     
                                              Convertible Notes               
                                              at HK$0.05 per                  
                                              Share Note 1                    
    Name of              Shares               % of shareholding               
    Shareholders                              Shares % of                     
                                              shareholding                    
                                              Shares % of                     
                                              shareholding                    
                                                                              
    Fortuna              308,000,000          4.17 308,000,000                
                                              2.96 308,000,000                
                                              2.96                            
    Sovicotra            331,000,000          4.48 331,000,000                
                                              3.19 331,000,000                
                                              3.19                            
    PUBLIC SHAREHOLDERS                                                       
                                                                              
    Collier Assets       728,000,000          9.85 728,000,000                
    Limited                                   7.01 728,000,000                
                                              7.01                            
    Found Macau          Nil                  Nil Nil Nil                     
                                              1,000,000,000 9.62              
    Holders of New       Nil                  Nil 3,000,000,000               
    Convertible Notes                         28.87 2,000,000,000             
                                              19.24                           
    Others               6,024,986,735        81.5 6,024,986,735              
                                              57.97 6,024,986,735             
                                              57.98                           
                                                                              
    Total                7,391,986,735        100 10,391,986,735              
                                              100 10,391,986,735              
                                              100                             
                                                                              
                                                                              
                                                                              
                                                                              
    Note 1: The calculation does not take into account the exercise of        
    subscription rights by holders of the Warrants and assumes no further     
    shares are issued from the date of this announcement till the date of     
    conversion of the New Convertible Notes or Found Macau Convertible        
    Notes.                                                                    
                                                                              
                                                                              
    REASONS FOR THE PLACING                                                   
    The Board considers that (i) the Placing is an appropriate means of       
    raising capital for the Company to redeem the Existing Convertible        
    Note (with accrued interest) and to fund the Found Macau Loan (ii)        
    the Placing will not have an immediate dilution effect on the             
    shareholding of the existing Shareholders; and (iii) the recent           
    improvement in the market sentiments provides a good opportunity for      
    the Company to raise funds.                                               
                                                                              
    The Board (including the independent non-executive directors)             
    considers that the terms of the Placing Agreement, which were arrived     
    at after arm's length negotiations between the Placing Agent and the      
    Company, are fair and reasonable and are in the interests of the          
    Shareholders and the Company as a whole.                                  
                                                                              
    USE OF PROCEEDS                                                           
    If the New Convertible Notes are fully placed, the net proceeds of        
    the Placing will be approximately HK$145 million, which is to be used     
    as to approximately HK$38 million to redeem the Existing Convertible      
    Notes (with accrued interest), up to HK$100 million to fund the Found     
    Macau Loan and the balance for general working capital. If the New        
    Convertible Notes are placed up to underwritten principal amount of       
    HK$100 million only, the net proceeds of the Placing will be              
    approximately HK$97 million, which will be used as to approximately       
    HK$38 million to redeem the Existing Convertible Notes (with accrued      
    interest), HK$50 million to fund the cash portion of the Found Macau      
    Loan and the balance for general working capital.                         
                                                                              
    FUND RAISING ACTIVITIES BY THE COMPANY DURING THE PAST 12 MONTHS          
    Date of         Date of         Nature of       Placees /                 
    announcement    agreement       transaction     subscriber /              
                                                    allottee