10:29     HERITAGE INT'L<00412> - Announcement & Resumption (3)               

    on trading in securities generally on the Stock Exchange occurring        
    due to exceptional financial circumstances or otherwise; or               
                                                                              
    (iv)                                                                      
    a change or development involving a prospective change in taxation        
    in Hong Kong, Bermuda, the British Virgin Islands or the PRC or the       
    implementation of exchange controls which shall or might materially       
    and adversely affect the Group (taken as a whole) or its present or       
    prospective shareholders in their capacity as such; or                    
                                                                              
    (v)                                                                       
    any change or deterioration in the conditions of local, national or       
    international securities markets occurs,                                  
                                                                              
    The Directors are not aware of the occurrence of any of such events       
    as at the date of this announcement.                                      
                                                                              
    The Placing may or may not proceed. Shareholders and potential            
    investors are advised to exercise caution when dealing in the             
    Shares.                                                                   
                                                                              
    Completion                                                                
    The Placing is to be completed on the third business day after            
    satisfaction of the Placing Condition or such other date as parties       
    may agree. The Placing Agreement will lapse if the Placing Conditions     
    are not satisfied by 18th June, 2005, unless the parties agree            
    otherwise.                                                                
                                                                              
    Reason for the Placing                                                    
    In view of the current market conditions the Directors consider that      
    the Placing represents an opportunity to raise capital for the            
    Company while broadening the shareholder base and the capital base of     
    the Company.                                                              
                                                                              
    EFFECT ON SHAREHOLDING STRUCTURE                                          
    The existing and enlarged shareholding structure of the Company           
    immediately before and after the issue of the Placing Shares and          
    Share Consolidation are set out below (Note 1 and 2):                     
                                                                              
    Name of      No. of       Percentage   No. of                             
    Shareholders shares held  of issued    Consolidated                       
                 at the date  share         Shares                            
                 of this      capital at   held                               
                 announcement the date of  immediately                        
                              this         after the                          
                              announcement Share                              
                                           Consolidatio                       
                                           n                                  
    Percentage   No. of       Percentage                                      
    of entire    Consolidated of entire                                       
    issue share   Shares      issue share                                     
    capital of   held         capital of                                      
    the Company  immediately  the Company                                     
    immediately  after the    immediately                                     
    after the    Placing and  after the                                       
    Share        Share        Placing and                                     
    Consolidatio Consolidatio Share                                           
    n            n            Consolidatio                                    
                              n                                               
                                                                              
    Kwong Kai    400,000,000  3.36%                                           
    Sing, Benny                                                               
    Note                                                                      
    3                                                                         
    40,000,000   3.36%        40,000,000   2.37%                              
    Collier      100,000,000  0.84%                                           
    Assets                                                                    
    Limited                                                                   
    Note                                                                      
    4                                                                         
    10,000,000   0.84%        10,000,000   0.59%                              
                                                                              
    PUBLIC       11,388,994,1 95.8%                                           
    SHAREHOLDERS 34                                                           
    1,138,899,41 95.8%        1,638,899,41 97.04%                             
    3                         3                                               
                                                                              
                 11,888,994,1 100%         1,188,899,41                       
                 34                        3                                  
    100%         1,688,899,41 100%                                            
                 3                                                            
                                                                              
                                                                              
                                                                              
    Note 1:                                                                   
    based on the register maintained by the Company pursuant to the           
    Securities and Futures Ordinance.                                         
                                                                              
    Note 2:                                                                   
    the figures above assumes the subscription/conversion rights under        
    the Convertible Notes and Share Options are not exercised.                
                                                                              
    Note 3:                                                                   
    Mr. Kwong Kai Sing, Benny is the Chairman of the Company.