09:55 HERITAGE INT'L<00412> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. HERITAGE INTERNATIONAL HOLDINGS LIMITED (Incrporated in Bermuda with limited liability) (Stock Code: 412) DISCLOSEABLE TRANSACTION - ACQUISITION OF PROPERTY INTEREST The Board wishes to announce that on 19 April 2005, the Purchaser entered into the S&P Agreement with the Vendor, pursuant to which the Purchaser has agreed to purchase, and the Vendor has agreed to sell, the Sale Share for a cash consideration of HK$22,000,000.00. 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. S&P AGREEMENT Date: 19 April 2005 Parties: 1. China United International Holdings Limited, being the vendor. The Vendor is an investment holding company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange. To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, the Vendor and its ultimate beneficial owners are not connected with any of the directors, chief executive or substantial shareholder(s) of the Company or its subsidiaries or their respective associate(s) save that Mr. Frank H. Miu is an independent non-executive director of both the Vendor and the Company and as at the date of this announcement, the Company indirectly holds 196,190,163 shares of HK$0.10 each in the capital of the Vendor, representing approximately 8.98% of the Vendor's existing issued share capital. 2. Charming Profit Investments Limited, a wholly-owned subsidiary of the Company, being the purchaser. Asset to be acquired: The entire issued share capital in Top Trinity. Top Trinity is a company incorporated under the laws of the British Virgin Islands and is the beneficial owner of the entire issued share capital of Bestford. The principal business of Top Trinity is investment holding. Bestford, a wholly-owned subsidiary of Top Trinity, is the registered owner of the Property. The Property occupies a total gross floor area of approximately 2,160 sq. ft. and is valued at approximately HK$22,000,000.00 as at 12 March 2005 by Dudley Surveyors Limited, an independent property valuer appointed by the Company. Other than the Property, Bestford has no other assets or business. The unaudited consolidated net asset value of Top Trinity excluding the Loan was approximately HK$11,142,000.00 as at 31 December 2004. As at 31 December 2004, Top Trinity and Bestford had total liabilities of approximately HK$39,394,000.00, comprising the Loan and other liabilities of approximately HK$10,000.00. The Vendor has undertaken to waive the Loan upon Completion and warranted to the Purchaser that neither Top Trinity nor Bestford will have any outstanding borrowing or indebtedness as at Completion. Neither Top Trinity nor Bestford has generated any revenue for the two years ended 31 December 2004 and the unaudited consolidated net loss of Top Trinity (both before and after taxation and extraordinary items) for the two years ended 31 December 2003 and 2004 was approximately HK$1,291,000.00 and HK$862,000.00 respectively. Consideration: The aggregate consideration payable by the Purchaser to the Vendor for the acquisition of the Sale Share is HK$22,000,000.00. A deposit of HK$2,200,000.00 has been paid by the Purchaser to the Vendor upon signing of the S&P Agreement and the remaining balance of HK$19,800,000.00 will be paid by the Purchaser to the Vendor on Completion. The Directors intend to fund the entire consideration by internal resources of the Group. The consideration has been arrived at after arm's length negotiations between the Purchaser and the Vendor with reference to the unaudited consolidated net asset value of Top Trinity as at 31 December 2004 (excluding the Loan) and the value of the Property of approximately HK$22,000,000.00 as at 12 March 2005.