09:12     HERITAGE INT'L<00412>-Announcement&Resumption of Trading(13)        

                                   favour of Rightmind to                     
                                   evidence the Found Macau                   
                                   Loan;                                      
    `Rightmind'                    Rightmind Developments                     
                                   Limited, a company                         
                                   incorporated in the British                
                                   Virgin Islands and a                       
                                   wholly-owned subsidiary of                 
                                   the Company;                               
    `Shares'                       shares of a par value of                   
                                   HK$0.10 each in the Company;               
    `Shareholder(s)'               holder of (a) Share(s);                    
    `Shareholders Agreement'       the Shareholders Agreement                 
                                   proposed to be entered into                
                                   between Found Macau, the                   
                                   Founders, Alpha Aim, Vision                
                                   Gate and Rightmind in                      
                                   relation to the Found Macau;               
    `SGM'                          the special general meeting                
                                   of the Company to be held to               
                                   approve the Transactions;                  
    `Sovicotra'                    Sovicotra Capital Limited, a               
                                   limited liability company                  
                                   incorporated in the British                
                                   Virgin Islands which is                    
                                   wholly-owned by Mr. Ong                    
                                   Peter, the managing director;              
    `Stock Exchange'               The Stock Exchange of Hong                 
                                   Kong Limited;                              
    `Transactions'                 the FM Acquisition, the Found              
                                   Macau Loan, the Shareholders               
                                   Agreement, the Placing, the                
                                   issue of the New Convertible               
                                   Notes and the FM Convertible               
                                   Note and the Conversion                    
                                   Shares upon exercise of the                
                                   New Convertible Notes and the              
                                   FM Convertible Note;                       
    `Unity'                        Unity Investments                          
                                   International Limited (Stock               
                                   Code 913) a company whose                  
                                   shares are listed on the                   
                                   Stock Exchange;                            
    `Verbal Agreement'             the Verbal Agreement dated                 
                                   22nd January, 2005 entered                 
                                   into between the Founders,                 
                                   Alpha Aim, Vision Gate and                 
                                   Rightmind in relation to the               
                                   FM Acquisition, the Found                  
                                   Macau Loan (including the FM               
                                   Convertible Note) and the                  
                                   Shareholders Agreement;                    
    `Vision Gate'                  Vision Gate Enterprises                    
                                   Limited, a company                         
                                   incorporated in British                    
                                   Virgin Islands; and                        
    `Warrants'                     the warrants issued by the                 
                                   Company, entitling the                     
                                   holders thereof to subscribe               
                                   for shares at the                          
                                   subscription price HK$0.16                 
                                   per Share, subject to                      
                                   adjustment, exercisable                    
                                   between 13th October, 2003 to              
                                   12th April,                                
                                   2005.                                      
                                                                              
    As at date of this announcement, the Company has three executive          
    Directors, being Mr. Kwong Kai Sing, Benny, Mr. Ong Peter and Ms.         
    Poon Chi Wan, one non-executive Director, being Mr. Chung Yuk Lun,        
    and three independent non-executive Directors, being Mr. Chan Sze         
    Hung and Mr. To Shing Chuen and Mr. Frank H. Miu.                         
                                                                              
    By Order of the Board                                                     
    Heritage International Holdings Limited                                   
    Kwong Kai Sing, Benny                                                     
    Chairman                                                                  
                                                                              
    Hong Kong, 25th January, 2005                                             
                                                                              
    * For identification purposes only