09:55     HERITAGE INT'L<00412> - Announcement (2)                            

    Completion:                                                               
    Subject to the fulfillment of the following conditions, Completion        
    shall take place on 17 June 2005 or such other date as the Vendor and     
    the Purchaser may agree in writing.                                       
                                                                              
    Completion shall be conditional upon:                                     
    (a)                                                                       
    the Purchaser being satisfied with its due diligence review of the        
    legal and financial affairs of Top Trinity and Bestford;                  
                                                                              
    (b)                                                                       
    the Vendor having shown and given a good title of Bestford to the         
    Property; and                                                             
                                                                              
    (c)                                                                       
    the representations and warranties made or given by the Vendor under      
    the S&P Agreement remaining true and accurate in all respects and not     
    misleading in any respect as at the Completion Date.                      
                                                                              
    If any of the conditions precedent set out above is not fulfilled         
    (or waived by the Purchaser) on or before the Completion Date, either     
    party may rescind the S&P Agreement by giving written notice to the       
    other party whereupon the S&P Agreement shall from such date have no      
    further force and effect and the deposit shall be returned to the         
    Purchaser within five business days from the Completion Date.             
                                                                              
    REASONS FOR AND BENEFITS OF THE ACQUISITION                               
    The Company is an investment holding company and its subsidiaries         
    are principally engaged in investment in casino services and gaming       
    business, property related investments and investment in securities       
    and money-lending businesses.                                             
                                                                              
    The Directors believe that the Acquisition can enhance the property       
    portfolio and future earnings of the Company and thus is in the           
    interests of the Company and its shareholders as a whole. Taking into     
    account the value of the Property of approximately HK$22,000,000.00       
    as at 12 March 2005, the Directors consider the terms of the              
    Acquisition to be fair and reasonable and in the interests of the         
    Shareholders as a whole.                                                  
                                                                              
    GENERAL                                                                   
    The Acquisition constitutes a discloseable transaction for the            
    Company under Rule 14.06 of the Listing Rules. A circular containing      
    further particulars of the Acquisition will be despatched to the          
    Shareholders as soon as possible in accordance with the requirements      
    of the Listing Rules.                                                     
                                                                              
    DEFINITIONS                                                               
    `Acquisition'                  the acquisition of the Sale                
                                   Share                                      
    `associate'                    has the meaning ascribed                   
                                   thereto in the Listing Rules               
    `Bestford'                     Bestford Properties Limited,               
                                   a company incorporated in                  
                                   Hong Kong with limited                     
                                   liability and the registered               
                                   owner of the Property                      
    `Board'                        the board of Directors                     
    `Company'                      Heritage International                     
                                   Holdings Limited, a company                
                                   incorporated in Bermuda with               
                                   limited liability, the shares              
                                   of which are listed on the                 
                                   Stock Exchange                             
    `Completion'                   completion of the S&P                      
                                   Agreement                                  
    `Completion Date'              17 June 2005 or such other                 
                                   date as the Vendor and the                 
                                   Purchaser may agree in                     
                                   writing                                    
    `Director(s)'                  the director(s) of the                     
                                   Company                                    
    `Group'                        the Company and its                        
                                   subsidiaries                               
    `Listing Rules'                the Rules Governing the                    
                                   Listing of Securities on the               
                                   Stock Exchange                             
    `Loan'                         shareholders' loans of                     
                                   approximately                              
                                   HK$39,384,000.00 owing by                  
                                   Bestford to its holding                    
                                   company(ies)                               
    `Property'                     Flat B on 22nd Floor together              
                                   with a portion of Roof                     
                                   immediately thereabove and                 
                                   Car Park No.22 on Car Park                 
                                   Floor, Royalton, No.118 Pok                
                                   Fu Lam Road, Hong Kong                     
    `Purchaser'                    Charming Profit Investments                
                                   Limited, a company                         
                                   incorporated in the British                
                                   Virgin Islands with limited                
                                   liability and a wholly-owned               
                                   subsidiary of the Company