10:28     HERITAGE INT'L<00412> - Announcement & Resumption (2)               

    PLACING AGREEMENT                                                         
    Date:                          20th April, 2005                           
                                                                              
                                                                              
                                                                              
    Placing agent:                                                            
    Get Nice is the placing agent for the Placing, which is to be made,       
    on a fully underwritten basis, and will receive a placement               
    commission of 2% of the gross proceeds of the Placing.                    
                                                                              
    Get Nice and its ultimate beneficial owners are third parties             
    independent of and not connected with the Company and the directors,      
    chief executive or substantial shareholders of the Company or any of      
    its subsidiaries or their respective Associates .                         
                                                                              
    Placees:                                                                  
    The placees are required to be more than six (independent individual      
    and institutional investors) who are independent of and not connected     
    with the Company and the directors, chief executive or substantial        
    shareholder of the Company or any of its subsidiaries or their            
    respective Associates.                                                    
                                                                              
    Placing price:                                                            
    The placing price is HK$0.16 per Placing Share (on the basis that it      
    is equivalent to HK$0.016 per Share prior to Share Consolidation          
    becoming effective) and represents (i) a discount of approximately        
    11.11% to the last traded price of HK$0.018 per Share quoted on the       
    Stock Exchange on the Last Dealing Date, the date prior to the            
    suspension of trading in the Shares; and (ii) a discount of               
    approximately 16.67% to the average closing price of approximately        
    HK$0.0192 per Share as quoted on the Stock Exchange from 12th April,      
    2005 to 18th April, 2005, both dates inclusive, being the last five       
    full trading days on which trading in the Shares was not suspended        
    immediately before the issue of this announcement.                        
                                                                              
    Rights                                                                    
    The Placing Shares will on issue rank equally in all respects with        
    the Consolidated Shares.                                                  
                                                                              
    Number of Shares to be placed                                             
    500,000,000 new Placing Shares to be placed, (on the basis that it        
    is equivalent to 5,000,000,000 Shares prior to Share Consolidation        
    becoming effective) represents (i) approximately 42.06% of the            
    existing issued share capital of the Company of 11,888,994,134 Shares     
    and (ii) approximately 29.61% of the issued capital of the Company as     
    enlarged by the Placing Shares (i.e. 1,688,899,413 Consolidated           
    Shares).                                                                  
                                                                              
    Use of Proceeds                                                           
    The net proceeds from the Placing referred to herein , estimated to       
    be approximately HK$78 million will be used as to HK$58 million for       
    repayment of bank and non-bank debts (which are not due for the next      
    6 months from the date of this announcement) and as to HK$20 million      
    for general working capital of the Group. The net proceeds raised per     
    Share upon the completion of the Placing will be about HK$0.156 per       
    Consolidated Share. All the expenses of the Placing will be borne by      
    the Company.                                                              
                                                                              
    Placing Conditions                                                        
    The Placing is conditional upon (i) the Listing Committee of the          
    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.                                                       
                                                                              
    Force majeure                                                             
    The Placing is subject to termination on the occurrence of certain        
    events before 9:00 a.m. on the date for completion of the Placing         
    Agreement, including:-                                                    
                                                                              
    (i)                                                                       
    the introduction of any new law or regulation or any change in            
    existing laws or regulations or change in the interpretation or           
    application thereof; or                                                   
                                                                              
    (ii)                                                                      
    the occurrence of any event, development or change (whether or not        
    local, national or international or forming part of a series of           
    events or changes occurring or continuing before, on and/or after the     
    date hereof and including an event or change in relation to or a          
    development of an existing state of affairs) of a political,              
    military, industrial, financial, economic or other nature, whether or     
    not ejusdem generis with any of the foregoing, resulting in a             
    material adverse change in, or which might be expected to result in a     
    material adverse change in, political, economic or stock market           
    conditions; or                                                            
                                                                              
    (iii)                                                                     
    the imposition of any moratorium, suspension or material restriction