10:28 HERITAGE INT'L<00412> - Announcement & Resumption (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, SHARE CONSOLIDATION, CHANGE IN BOARD LOT SIZE, REFRESHMENT OF GENERAL MANDATE AND RESUMPTION OF TRADING PLACING AGENT GET NICE INVESTMENT LTD. On 20th April, 2005, the Company entered into the Placing Agreement with Get Nice pursuant to which the Company has conditionally agreed to place, through its placing agent, Get Nice, 500,000,000 Placing Shares to independent investors at a price of HK$0.16 per Placing Share. Get Nice has been appointed to act as placing agent for the Placing on a fully underwritten basis. The Placing Shares (on the basis that it is equivalent to 5,000,000,000 Shares prior to Share Consolidation becoming effective) represent (i) approximately 42.06% of the existing issued share capital of the Company of 11,888,994,134 Shares; (ii) approximately 29.61% of the Company's issued share capital as enlarged by the Placing Shares (i.e. 1,688,899,413 Consolidated Shares). The net proceeds from the Placing is approximately HK$78 million and will be used as to HK$58 million for repayment of debt and as to HK$20 million for general working capital of the Group. The placing price of HK$0.16 per Share (on the basis that it is equivalent to HK$0.016 per Share prior to Share Consolidation becoming effective) represents (i) a discount of approximately 11.11% to the closing price of HK$0.018 per Share quoted on the Stock Exchange on 18th April, 2005 the Last Dealing Date; and (ii) a discount of approximately 16.67% to the average closing price of approximately HK$0.0192 Share as quoted on the Stock Exchange for the last five full trading days on which trading in the Shares was not suspended immediately before the date of suspension of trading in the Shares. The Placing is conditional upon (i) Stock Exchange granting listing of and permission to deal in the Placing Shares, the Consolidated Shares and the Consolidated Shares falling to be issued upon exercise of the conversion rights attaching to the Convertible Notes and the subscription rights attaching to the Share Options and (ii) the passing by shareholders of a resolution to approve the Placing Agreement, the issue of the Placing Shares and the Share Consolidation at the SGM and (iii) the Share Consolidation becoming effective. The Placing is subject to termination on the occurrence of, amongst other things, any event of force majeure (which include events set out in more detail below) at or before 9:00 a.m. on the completion date of the Placing. The Company also intends to put forward for approval by the Shareholders at the SGM resolutions (i) to approve the Share Consolidation pursuant to which every ten (10) Shares in the issued and unissued ordinary share capital of the Company will be consolidated into one (1) Consolidated Share of HK$0.10 and (ii) to refresh the General Mandates. Upon the Share Consolidation being effective, the board lot of the Shares will be changed from 10,000 Shares to 20,000 Consolidated Shares. A circular containing, inter alia, details of the Placing, the Share Consolidation, the Refreshment of the General Mandates and the notice of the SGM will be despatched to shareholders as soon as practicable. At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 19th April, 2005 pending the release of this announcement. Application has been made by the Company for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 21st April, 2005. THE PLACING The Company has conditionally agreed to place, through its placing agent, Get Nice, 500,000,000 Placing Shares in the share capital of the Company on a fully underwritten basis to independent investors at a price of HK$0.16 per Placing Share.