09:19     HERITAGE INT'L<00412>-Announcement&Resumption of Trading(5)         

    Notes:                                                                    
    1.                                                                        
    The Company had applied the net proceeds arising the said fund            
    raising activities in acquiring the whole of 31st and 32nd Floors of      
    China United Centre, No.28 Marble Road, North Point, Hong Kong,           
    further particulars of which are contained in the announcement issued     
    by the Company on 29 November 2004,                                       
                                                                              
    2.                                                                        
    Please refer to the announcement issued by the Company on 25 January      
    2005 for details. The special general meeting of the Company to be        
    held to approve the transactions will be convened on 14 March 2005.       
                                                                              
                                                                              
    Save for the above, there has been no equity fund raising activities      
    conducted by the Company in the past 12 months.                           
                                                                              
    The Board considers that the terms of the Placing Agreement, which        
    were entered into after arm's length negotiation between the Company      
    and the Placing Agent, to be on normal commercial terms and that such     
    terms are fair and reasonable and in the interest of the Shareholders     
    and the Company as a whole.                                               
                                                                              
    GENERAL                                                                   
    The Directors notice that the market price of the Shares is               
    approaching the extremity of HK$0.01 as set out in the Listing Rules.     
    The Directors are also aware that a listed issuer is required to          
    either change the trading method or to proceed with a consolidation       
    of its shares in such event. The Directors will consider conducting a     
    consolidation exercise if the price of the Shares continues to trade      
    near such extremity and further announcement will be made by the          
    Company in this regard as and when necessary.                             
                                                                              
    Application will be made to the Stock Exchange for the granting of        
    the listing of, and permission to deal in, the Placing Shares.            
                                                                              
    RESUMPTION OF TRADING                                                     
    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.                                                             
                                                                              
    DEFINITIONS                                                               
    `associate(s)'                 has the meaning ascribed                   
                                   thereto under the Listing                  
                                   Rules                                      
    `Board'                        the board of Directors of the              
                                   Company                                    
    `Company'                      Heritage International                     
                                   Holdings Limited, a company                
                                   incorporated in Bermuda with               
                                   limited liability, the shares              
                                   of which are listed on the                 
                                   Stock Exchange                             
    `Director(s)'                  director(s) of the Company                 
    `HK$'                          Hong Kong dollars, the lawful              
                                   currency of Hong Kong                      
    `Hong Kong'                    the Hong Kong Special                      
                                   Administrative Region of the               
                                   People's Republic of China                 
    `Listing Rules'                the Rules Governing the                    
                                   Listing of Securities on the               
                                   Stock Exchange                             
    `Placing'                      the placing of 1,478,000,000               
                                   Shares at the Placing Price                
                                   to at least six (6)                        
                                   independent investors                      
                                   pursuant to the Placing                    
                                   Agreement dated 3 March 2005               
    `Placing Agent'                Get Nice Investment Limited,               
                                   a deemed licensed corporation              
                                   under the Securities and                   
                                   Futures Ordinance (Cap. 571                
                                   of the Laws of Hong Kong)                  
                                   permitted to engage in types               
                                   1, 4, 6 and 9 of the                       
                                   regulated activities                       
    `Placing Agreement'            the conditional placing                    
                                   agreement dated 3 March 2005               
                                   between the Company and the                
                                   Placing Agent in respect of                
                                   the Placing                                
    `Placing Price'                HK$0.0208 per Placing Share                
    `Placing Shares'               1,478,000,000 new Shares to                
                                   be placed pursuant to the                  
                                   Placing                                    
    `Share(s)'                     ordinary share(s) of HK$0.01               
                                   each in the share capital of               
                                   the Company                                
    `Stock Exchange'               The Stock Exchange of Hong                 
                                   Kong