10:30 HERITAGE INT'L<00412> - Announcement & Resumption (6) consider that the proposed Share Consolidation will make the shares of the Company more attractive to investors and is beneficial to the Company for its future fund-raising activities. The Share Consolidation will not in itself, alter the underlying assets, business, operations, management or financial position of the Company except for the payment of related expenses in connection with the Share Consolidation. ODD LOTS ARRANGEMENT In order to alleviate the difficulties arising from the existence of odd lots of the Consolidated Shares, Chung Nam Securities Limited will be appointed by the Company to provide a matching service to those Shareholders who wish to acquire odd lots of Consolidated Shares to make up a full board lot, or to dispose of their holdings of odd lots of Consolidated Shares. Details of the odd lots arrangement will be stated in the circular to be issued by the Company. Any fraction of Consolidated Shares that arises from the Share Consolidation will be aggregated and sold (if a premium, net of expenses, can be obtained) for the benefit of the Company. The Consolidated Shares will rank pari passu in all respect with each other. CHANGE IN BOARD LOT SIZE Upon the Share Consolidation becoming unconditional and effective, the board lot of the Shares will be changed from 10,000 Shares to 20,000 Consolidated Shares. Based on the latest closing price of HK$0.018 per Share as quoted on the Stock Exchange on the Last Dealing Date the value of a board lot of 10,000 Shares is approximately HK$180. After the completion of the Share Consolidation, based on the latest closing price of HK$0.018 per Share as quoted on the Stock Exchange on the Last Dealing Date, the theoretical price of a Consolidated Share is approximately HK$0.18 and the theoretical market value of a board lot of 20,000 Consolidated Shares is approximately HK$3,600. The Board believes the change in board lot size will result in the Shares being traded at a more reasonable board lot sale and size. EXPECTED TIME TABLE FOR THE SHARE CONSOLIDATION The expected timetable is as follows:- 2005 Despatch of circular in respect of the SGM convened to approve the Placing, Share Consolidation and refreshment of General Mandates 13th May Latest time for lodging forms of proxy for the SGM 10:00 a.m. on 28th May SGM 10:00 a.m. on 30th May Effective date of the Share Consolidation 31st May Existing counter for trading in the Shares in board lots of 10,000 Shares closes 9:30 a.m. on 31st May Temporary counter for trading in the Consolidated Shares in board lots of 1,000 Consolidated Shares (in the form of existing share certificates) opens 9:30 a.m. on 31st May First day for free exchange of existing share certificates for new share certificates for the Consolidated Shares 31st May Existing counter for trading in the Consolidated Shares in board lots of 20,000 Consolidated Shares (in the form of new share certificates) reopens 9:30 a.m. on 14th June Parallel trading in the Consolidated Shares (in the form of new share certificates and existing share certificates) commences 9:30 a.m. on 14th June Temporary counter for trading in the Consolidated Shares in board lots of 1,000 Consolidated Shares (in the form of existing share certificates) closes 4:00 p.m. on 6th July Parallel trading in the Consolidated Shares (in the form of new share certificates and existing share certificates) ends 4:00 p.m. on 6th July Last day for free exchange of existing share certificates for new share certificates for the Consolidated Shares 4:00 p.m. on 12th July FREE EXCHANGE OF CERTIFICATES FOR SHARES AND TRADING ARRANGEMENT Subject to the Share Consolidation becoming effective, Shareholders may, during business hours from 31st May, 2005 to 12th July, 2005 (both dates inclusive), submit their existing green certificates for the Shares to the Company's branch registrar in Hong Kong, Computershare Hong Kong Investor Services Ltd., at 46th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, in exchange for new pink certificates for the Consolidated Shares (on the basis of every ten (10) Shares for one (1) Consolidated Share) free of charge. Thereafter, existing share certificates for Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or