09:11     HERITAGE INT'L<00412>-Announcement&Resumption of Trading(8)         

    events or changes occurring or continuing before, on and/or after the     
    date hereof and including an event or change in relation to or a          
    development of an existing state of affairs) of a political,              
    military, industrial, financial, economic or other nature, whether or     
    not sui generis with any of the foregoing, resulting in a material        
    adverse change in, or which might be expected to result in a material     
    adverse change in, political, economic or stock market conditions; or     
                                                                              
    (iii)                                                                     
    the imposition of any moratorium suspension or material restriction       
    on trading in securities generally on the Stock Exchange occurring        
    due to exceptional financial circumstances or otherwise; or               
                                                                              
    (iv)                                                                      
    a change or development involving prospective change in taxation in       
    Hong Kong or the People's Republic of China or the implementation of      
    exchange controls which shall or might materially and adversely           
    affect the Company or its present or prospective shareholders in          
    their capacity as such; or                                                
                                                                              
    (v)                                                                       
    any change or deterioration in the conditions of local, national or       
    international securities markets occurs.                                  
                                                                              
    The Board is not aware of the occurrence of any of such events as at      
    the date of this announcement.                                            
                                                                              
    Conditions of the Placing                                                 
    Completion of the Placing is conditional upon the fulfilment of the       
    following conditions:                                                     
                                                                              
    (1)                                                                       
    the Listing Committee of the Stock Exchange granting (either              
    unconditionally or subject only to conditions to which the Company,       
    does not reasonably object) listing of and permission to deal in the      
    Conversion Shares;                                                        
                                                                              
    (2)                                                                       
    the Stock Exchange having approved (either unconditionally or             
    subject only to conditions to which the Company does not reasonably       
    object) the issue of the New Convertible Notes, or the Company not        
    having received any objection from the Stock Exchange to the issue of     
    the New Convertible Notes;                                                
                                                                              
    (3)                                                                       
    the passing by the Shareholders of a resolution to approve the            
    Placing Agreement, the issue of the New Convertible Notes and             
    Conversion Shares at the SGM; and                                         
                                                                              
    (4)                                                                       
    approval of the Bermuda Monetary Authority of the issue of the New        
    Convertible Notes (including the FM Convertible Note) and the             
    Conversion Shares, if required.                                           
                                                                              
    Completion                                                                
    The Placing is to be completed on the third business day (or such         
    other date as may be agreed between the Company and the Placing           
    Agent) after satisfaction of the conditions under the paragraph           
    headed `Conditions of the Placing' above. The Placing Agreement will      
    lapse if the conditions are not satisfied by 30th April, 2005, or         
    such other date as may be agreed between the Company and the Placing      
    Agent. If the Placing Agreement lapses, none of the parties shall         
    have any claims against the others save for any prior breaches of the     
    Placing Agreement.                                                        
                                                                              
    FM CONVERTIBLE NOTE                                                       
    To the extent the New Convertible Notes in the principal amount of        
    HK$50 million which the Placing Agent has agreed to place on a best       
    efforts basis are not fully placed, the Company shall issue the FM        
    Convertible Note in the principal amount equivalent to the amount         
    that has not been placed and otherwise on the same terms as the New       
    Convertible Notes to Found Macau. The FM Convertible Note will be         
    issued to Found Macau to partially satisfy Rightmind's obligation to      
    make the Found Macau Loan. The FM Convertible Note, if issued, will       
    form part of the New Convertible Notes and will be issued on the same     
    terms as the New Convertible Note as described above. If the New          
    Convertible Notes in the aggregate principal amount of HK$150 million     
    are fully placed by the Placing Agent or if shareholders do not           
    approve the FM Transactions at the SGM, the FM Convertible Note will      
    not be issued.                                                            
                                                                              
    SHAREHOLDING STRUCTURE                                                    
                                              As at the date of               
                                              this announcement               
                                              After the Placing               
                                              of the New                      
                                              Convertible Notes               
                                              in the principal                
                                              amount of HK$150                
                                              million and                     
                                              assuming full                   
                                              conversion of the               
                                              New Convertible