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(Incorporated in the Cayman Islands with limited liability) (HKSE Stock Code: 95)

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

As disclosed in the Joint Announcement, it is one of the Conditions to the Share Sale Agreement that each of the Optionholders who is a Director to give an irrevocable and unconditional undertaking to the Offeror that he shall exercise all of his Options in full before the closing date of the Offers and he shall not accept the Option Offer in respect of any Options. As disclosed in the Composite Document, each of the Optionholders who is a Director, namely Mr. Taochaifu Choofuang, Mr. Tao Richard, Mr. Tao Paul, Mr. Kong Mui Sum Lawrence and Mr. Yim Chun Leung, has given the Director's Irrevocable Undertaking on 8 May 2014 which is an irrevocable and unconditional undertaking to the Offeror that he shall exercise all of his Options in full before the Closing Date and he shall not accept the Option Offer in respect of any Options. The Closing Date is expected to be on 5 June 2014. Four Directors, namely Mr. Taochaifu Choofuang, Mr. Tao Richard, Mr. Kong Mui Sum Lawrence and Mr. Yim Chun Leung, exercised their Options in full on 15 May 2014 pursuant to the Directors' Irrevocable Undertakings.
The Board wishes to inform the Shareholders and potential investors that on 16 May 2014, an aggregate of 21,770,000 new Shares ("New Shares") were allotted and issued by the Company to certain Optionholders (including the above-mentioned four Directors and certain employees of the Group) pursuant to the exercise of the Options at the exercise price of HK$0.235 per Share.

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Of the 21,770,000 New Shares, (i) 1,000,000 New Shares were issued to each of Mr. Taochaifu Choofuang and Mr. Tao Richard, each of whom is an executive Director and a Vendor under the Share Sale Agreement; (ii) 4,000,000 New Shares were issued to Mr. Kong Mui Sum Lawrence, an executive Director; (iii) 9,000,000 New Shares were issued to Mr. Yim Chun Leung, an executive Director; and (iv) the remaining 6,770,000 New Shares were issued to certain employees of the Group.

RELEVANT SECURITIES IN ISSUE

As a result of the issue of the New Shares, 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) 1,346,376,646 Shares; (ii) Options which are convertible into 1,980,000
Shares; and (iii) 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. LAI Siu Hung

Company Secretary

Hong Kong, 16 May 2014

As at the date of this announcement, the executive Directors are Ms. HUANG Jingshu, Mr. YE Xingan, Mr. CHEN Tieshen, Ms. DENG Chengying, Mr. TAOCHAIFU Choofuang, Mr. TAO Richard, Mr. TAO Paul, Mr. KONG Mui Sum Lawrence and Mr. YIM Chun Leung; the non-executive Director is Mr. CHAN Bernard Charnwut; and the independent non-executive Directors are Mr. ZHU Jiu Sheng, Mr. WANG Jing, Ms. HU Gin Ing, Mr. WONG Gary Ka Wai, Mr. SUN Leland Li Hsun and Mr. CHAN Norman Enrique.

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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