10:31 HERITAGE INT'L<00412> - Announcement & Resumption (7) such higher amount as may from time to time be specified by the Stock Exchange) for each new certificate issued for the Consolidated Shares or each old share certificate submitted. Dealings in the Shares represented by existing certificates will cease after 9:30 a.m. on 31st May, 2005. Existing share certificates will only be valid for delivery and settlement in respect of dealings for the period up to 6th July, 2005 and thereafter will not be acceptable for dealing purposes. However, existing certificates for Shares will continue to be evidence of title to the shares held in the Company on the basis of ten (10) Shares for one (1) Consolidated Share. ADJUSTMENTS IN RELATION TO THE CONVERTIBLE NOTES The Share Consolidation may lead to adjustment(s) to the conversion price and/or the number of Consolidated Shares to be issued upon exercise of conversion rights of the Convertible Notes in accordance with their respective terms and the Company will inform holders of the Convertible Notes regarding such adjustments (if any) in accordance with the term of the Convertible Notes. APPLICATION FOR LISTING The Company will apply to the Listing Committee of the Stock Exchange for the 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. REFRESHMENT OF GENERAL MANDATE The Existing New Issue Mandate was close to fully utilised as a result of the placing of 1,478,000,000 Shares as set out in the announcement made by the Company dated 4th March, 2005 and has only 397,347 Shares remaining. The Company wishes to seek approval of shareholders at the SGM to refresh the General Mandates in order to allow the flexibility for future business development and/or fund raising. However, the Company does not have any immediate plans for funds raising at present. Pursuant to the Listing Rules, the Directors and their Associates shall abstain from voting in favour of the relevant resolutions in relation to refreshment of the Issue Mandate at the SGM. At the SGM, resolutions will be proposed to:- (1) refresh the general and unconditional mandate authorising Directors to exercise all powers of the Company to issue new Consolidated Shares up to 20% of the issued share capital of the Company on the date of the SGM; (2) refresh the general and unconditional mandate authorising the Directors to exercise all powers of the Company to repurchase Shares on the Stock Exchange up to a maximum of 10% of the issued share capital of the Company on the date of the SGM; and (3) by a separate ordinary resolution, extend the general and unconditional mandate so that the Directors be given a general mandate to issue further Shares equal to the Shares repurchased under the repurchase mandate referred to in (2) above. In accordance with Rule 13.39(4) of the Listing Rules, the Chairman of the SGM will demand a poll in relation to the ordinary resolutions proposed to approve the Issue Mandate at the SGM. The Company will also comply with the relevant requirements pursuant to Rule 13.36(4) of the Listing Rules. As at the date of this announcement, the Company does not have a `controlling shareholder' (as such term is defined in the Listing Rules) and an aggregate of 500,000,000 Shares (representing approximately 4.21% of the existing issued share capital of the Company) are held by the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective Associates. The Directors and the chief executive and their respective Associates will abstain from voting in favour of resolutions to refresh the Issue Mandate at the SGM. 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. Definitions The following terms are used in this announcement within the meanings set out below:- `Associates' has the meanings ascribed to it in the Listing Rules;