09:17     HERITAGE INT'L<00412>-Announcement&Resumption of Trading(1)         

    The Stock Exchange of Hong Kong Limited takes no responsibility for       
    the contents of this announcement, makes no representation as to its      
    accuracy or completeness and expressly disclaims any liability            
    whatsoever for any loss howsoever arising from or in reliance upon        
    the whole or any part of the contents of this announcement.               
                                                                              
    HERITAGE INTERNATIONAL HOLDINGS LIMITED                                   
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 412)                                                         
    PLACING OF NEW SHARES UNDER GENERAL MANDATE                               
    AND                                                                       
    RESUMPTION OF TRADING                                                     
                                                                              
                                                                              
    On 3 March 2005, the Company entered into the Placing Agreement           
    with the Placing Agent pursuant to which an aggregate of                  
    1,478,000,000 new Shares will be placed by the Placing Agent on           
    behalf of the Company at the price of HK$0.0208 per Share with at         
    least six (6) independent investors.                                      
                                                                              
    The Placing is conditional upon (i) listing of, and permission to         
    deal in, the Placing Shares being granted by the Listing Committee of     
    the Stock Exchange; and (ii) if required, the Bermuda Monetary            
    Authority granting permission to allot and issue the Placing Shares       
    and the subsequent free transferability of such Shares.                   
                                                                              
    Trading in the Shares was suspended with effect from 9:30 a.m. on 4       
    March 2005 at the request of the Company pending the issue of this        
    announcement and application has been made to the Stock Exchange for      
    the resumption of trading in the Shares with effect from 9:30 a.m. on     
    7 March 2005.                                                             
                                                                              
                                                                              
    PLACING AGREEMENT DATED 3 MARCH 2005                                      
    Placing Agent        :                    Get Nice Investment             
                                              Limited. To the                 
                                              best of the                     
                                              knowledge,                      
                                              information and                 
                                              belief of the                   
                                              Directors, after                
                                              having made all                 
                                              reasonable                      
                                              enquiries, the                  
                                              Placing Agent and               
                                              its ultimate                    
                                              beneficial owner(s)             
                                              are independent of              
                                              and not connected               
                                              with any of the                 
                                              directors, chief                
                                              executive or                    
                                              substantial                     
                                              shareholder(s) of               
                                              the Company or its              
                                              subsidiaries or any             
                                              of their respective             
                                              associates.                     
    Placees              :                    Not less than six               
                                              (6) institutional,              
                                              professional and/or             
                                              individual                      
                                              investors who,                  
                                              together with their             
                                              ultimate beneficial             
                                              owner(s) (if any),              
                                              will be independent             
                                              of, and not                     
                                              connected with any              
                                              of the directors,               
                                              chief executive or              
                                              substantial                     
                                              shareholder(s) of               
                                              the Company or its              
                                              subsidiaries or any             
                                              of their respective             
                                              associates.                     
                                              The Directors                   
                                              confirm that no new             
                                              substantial                     
                                              shareholder will be             
                                              introduced to the               
                                              Company as a result             
                                              of the Placing.                 
    Number of Shares to  :                    1,478,000,000 new               
    be                                        Shares,                         
    placed                                    representing                    
                                              approximately                   
                                              18.59% of the                   
                                              existing issued                 
                                              share capital of                
                                              the Company and                 
                                              approximately                   
                                              15.67% of the                   
                                              issued share