09:18     HERITAGE INT'L<00412>-Announcement&Resumption of Trading(3)         

                                              in Hong Kong, prior             
                                              to the completion               
                                              date. If the                    
                                              Placing Agent                   
                                              exercises such                  
                                              rights to so                    
                                              terminate the                   
                                              Placing, the                    
                                              Placing will not                
                                              proceed.                        
                                              Shareholders and                
                                              investors are                   
                                              advised to exercise             
                                              caution when                    
                                              dealing in the                  
                                              Shares.                         
    Conditions           :                    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.  If                
                                              the conditions are              
                                              not fulfilled on or             
                                              prior to 31 March               
                                              2005 or such later              
                                              date as may be                  
                                              agreed between the              
                                              Company and the                 
                                              Placing Agent, the              
                                              Placing Agreement               
                                              shall terminate and             
                                              no party shall have             
                                              any claim against               
                                              the other in                    
                                              respect of any                  
                                              matters arising out             
                                              of or in connection             
                                              with the Placing                
                                              Agreement save for              
                                              antecedent                      
                                              breaches.                       
    Expected completion  :                    The date falling                
    date                                      two (2) business                
                                              days after the date             
                                              upon which the last             
                                              of the conditions               
                                              set out above shall             
                                              have been satisfied             
                                              or such later date              
                                              as the Company and              
                                              the Placing Agent               
                                              may agree in                    
                                              writing.                        
    Ranking              :                    The Placing Shares,             
                                              when fully paid,                
                                              will rank pari                  
                                              passu in all                    
                                              respects with the               
                                              Shares in issue at              
                                              the time of issue               
                                              and allotment of                
                                              the Placing                     
                                              Shares.                         
                                                                              
    REASONS FOR THE PLACING AND USE OF PROCEEDS                               
    The Company is an investment holding company and its subsidiaries         
    are principally engaged in investment in casino services and gaming       
    business, property related investment, investment in securities and       
    money-lending businesses.                                                 
                                                                              
    The estimated expenses for the Placing are approximately HK$0.9           
    million. The net proceeds arising from the Placing in the amount of       
    approximately HK$29.8 million, are intended to be used as to              
    approximately HK$20 million for possible future investment in the         
    residential property market in Hong Kong and the balance of               
    approximately HK$9.8 million for general working capital of the           
    Group. At present, no particular investment target has been               
    identified by the Company. The Directors believe that the Placing is