Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

ANNOUNCEMENT PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE

This announcement is made by New Heritage Holdings Ltd. (the "Company") pursuant to Rule 3.8 of The Hong
Kong Code on Takeovers and Mergers (the "Takeovers Code").
Reference is also made to (i) the announcement dated 13 February 2014 issued jointly by the Company and the Offeror in respect of, among others, the Share Sale Agreement and the possible Offers (the "Joint Announcement"); (ii) the announcement dated 8 May 2014 issued jointly by the Company and the Offeror in respect of, among others, the S&P Completion (together with the Joint Announcement, collectively, the "Announcements"); and (iii) the composite offer and response document dated 15 May 2014 issued jointly by the Company and the Offeror in respect of the terms of the Offers (the "Composite Document"). Unless otherwise stated, capitalized terms used herein shall have the same meanings as those defined in the Announcements and the Composite Document.

EXERCISE OF THE OPTIONS AND ACCEPTANCE OF THE OPTION OFFER

The Board wishes to inform the Shareholders and potential investors that (i) on 5 June 2014, an aggregate of
500,000 new Shares (the "New Shares") were allotted and issued by the Company to an Optionholder who is not a Director pursuant to the exercise of the Options at the exercise price of HK$0.235 per Share; and (ii) certain Optionholders have accepted the Option Offer in respect of 480,000 Options.

RELEVANT SECURITIES IN ISSUE

As a result of the issue of the New Shares and taking into account the acceptances of Option Offer in respect of
480,000 Options for cancellation (subject to completion of procedures for acceptance and cancellation of these Options validly accepted under the Option Offer), in compliance with Rule 3.8 of the Takeovers Code, the relevant securities of the Company (as defined in the Takeovers Code) in issue as at the date of this announcement comprise (i) 1,347,876,646 Shares; and (ii) the Convertible Notes with an aggregate principal amount of HK$40,000,000. Save for the aforesaid, the Company does not have other classes of securities, derivatives, warrants or other securities which are convertible or exchangeable into Shares.
By order of the Board New Heritage Holdings Ltd. HUANG Jingshu

Chairman

Hong Kong, 5 June 2014

As at the date of this announcement, the executive Directors are Ms. HUANG Jingshu, Mr. YE Xingan, Mr. CHEN Tieshen, Ms. DENG Chengying and Mr. YIM Chun Leung; and the independent non-executive Directors are Mr. ZHU Jiu Sheng, Mr. WANG Jing and Ms. HU Gin Ing.

All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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