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漢基控股有限公司* (Incorporated in Bermuda with Limited Liability) (Stock Code: 412) R13.51A (Warrant Code: 1248)

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漢基控股有限公司* (Incorporated in Bermuda with Limited Liability) (Stock Code: 412) R13.51A (Warrant Code: 1248) THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about any aspect of this circular or as to the action to be taken, you should R14.63(2b) consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, certified public accountant or other professional advisers. If you have sold or transferred all your shares in Heritage International Holdings Limited (“Company”), you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no R14.58(1) responsibility for the contents of this circular, 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 circular. HERITAGE INTERNATIONAL HOLDINGS LIMITED App1B 1 漢基控股有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 412) R13.51A (Warrant Code: 1248) MAJOR TRANSACTION IN RELATION TO ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF GLOBAL CASTLE INVESTMENTS LIMITED AND NOTICE OF SPECIAL GENERAL MEETING A notice convening the SGM to be held at 30/F., China United Centre, 28 Marble Road, North Point, Hong Kong on Thursday, 28 March 2013 at 9:00 a.m. is set out on pages SGM-1 to SGM-2 of this circular. If you are not able to attend the meeting, you are strongly advised to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company in Hong Kong at 29/F., China United Centre, 28 Marble Road, North Point, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting should you so wish. * For identification purpose only 12 March 2013 CONTENTS Page DEFINITIONS ............................................................. 1 LETTER FROM THE BOARD ................................................ 4 APPENDIX I – FINANCIAL INFORMATION OF THE GROUP ................ I – 1 APPENDIX II – FINANCIAL INFORMATION OF THE TARGET GROUP . II – 1 APPENDIX III – UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE ENLARGED GROUP . III – 1 APPENDIX IV – VALUATION REPORT OF THE FORESTLANDS .............. IV – 1 APPENDIX V – VALUATION REPORT OF THE BIOLOGICAL ASSETS IN THE FORESTLANDS ..................................... V – 1 APPENDIX VI – GENERAL INFORMATION ................................ VI – 1 NOTICE OF SGM .......................................................... SGM – 1 DEFINITIONS In this circular, the following expressions have the following meanings, unless the context otherwise requires: “Acquisition Agreement” the sale and purchase agreement dated 5 October 2012 entered into between the Purchaser and the Vendor in relation to the Acquisition as supplemented by the Supplemental Agreement “Acquisition” the acquisition of the Sale Share and Sale Loan by the Purchaser pursuant to the Acquisition Agreement “associate(s)” has the same meaning ascribed to it under the Listing Rules “Billion Vision” Billion Vision Investments Limited, a company incorporated in Hong Kong with limited liability, which is a wholly-owned subsidiary of Global Castle as at the Latest Practicable Date “Board” the board of Directors “BVI” the British Virgin Islands “Company” Heritage International Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange “Completion” the completion of the Acquisition “connected person(s)” has the same meaning ascribed to it under the Listing Rules “Consideration” the aggregate consideration payable by the Company in respect of the Acquisition under the Acquisition Agreement “Director(s)” the director(s) of the Company “Enlarged Group” the Group as enlarged by the Acquisition immediately after the Completion “Equal Leader” or “Purchaser” Equal Leader Limited, a company incorporated in BVI with limited liability, which is a wholly-owned subsidiary of the Company “Forestlands” parcels of forestland held by Sheng Yuan in various locations in Sanxingkou Town, Qinglong Manchu Autonomous County, Qinhuangdao City, Hebei Province, the PRC as referred to in this circular 1 DEFINITIONS “Global Castle” Global Castle Investments Limited, a company incorporated in BVI with limited liability, which is a wholly-owned subsidiary of the Vendor as at the Latest Practicable Date “Global Castle Group” or Global Castle, Billion Vision, Sheng Yuan and, in relation to “Target Group” the period before 12 September 2012 on which Mao Yuan was disposed of by Sheng Yuan, Mao Yuan “Group” the Company and its subsidiaries “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong “HKAS” Hong Kong Accounting Standards issued by HKICPA “HKFRS” Hong Kong Financial Reporting Standards issued by HKICPA “HKICPA” Hong Kong Institute of Certified Public Accountants “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Investigation Report” the forestry survey report prepared in September 2012 by 河北 省林業調查規劃設計院 (Forest Survey and Planning Institute of Hebei Province*), an independent licenced forestry professional in the PRC, in relation to the existing status of the forest resources and development potentials of the Forestlands “Latest Practicable Date” 11 March 2013, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein “LCH” LCH (Asia-Pacific) Surveyors Limited, an independent professional valuer “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Long Stop Date” 31 March 2013, or such later date as the Purchaser and the Vendor may agree “Mao Yuan” 青龍滿族自治縣茂源農業有限公司(Qinglong Manchu Autonomous County Mao Yuan Agriculture Co. Limited*), a company incorporated in the PRC with limited liability, which was a wholly-owned subsidiary of Sheng Yuan from its date of incorporation to 11 September 2012 “mu” Chinese Mu, one of which equals approximately 667 square meters 2 DEFINITIONS “PRC” the People’s Republic of China, which for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “RMB” Renminbi, the lawful currency of the PRC “Sale Loan” the entire shareholder loan and other indebtedness owed by the Target Group to the Vendor at the Completion “Sale Share” 1 ordinary share of US$1 each, representing the entire issued share capital of Global Castle “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “SGM” the special general meeting of the Company to be convened at 9:00 a.m. on Thursday, 28 March 2013 to consider and, if thought fit, approve the Acquisition Agreement and the transactions contemplated thereunder, the notice of which is set out at the end of this circular “Shareholder(s)” holder(s) of the Share(s) “Share(s)” ordinary share(s) of the Company “Sheng Yuan” 盛 源（ 天 津 ）投 資 管 理 服 務 有 限 公 司 (Sheng Yuan (Tianjin) Investments Management Services Company Limited*), a wholly foreign-owned enterprise established in Tian Jin, the PRC and an indirect wholly-owned subsidiary of the Vendor as at the Latest Practicable Date “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supplemental Agreement” the supplemental agreement dated 24 December 2012 entered into between the Purchaser and the Vendor in respect of the Acquisition Agreement as announced in the announcement of the Company dated 24 December 2012 “Vendor” Speedy Harvest Holdings Limited, a limited company incorporated in BVI * For identification purpose only For the purpose of this circular, unless otherwise specified, all amounts in RMB are translated at an exchange rate of RMB1: HK$1.214. No representation is made that any amounts in RMB and HK$ can be or could have been converted at any relevant dates at the above rates or at any other rates at all. 3 LETTER FROM THE BOARD HERITAGE INTERNATIONAL HOLDINGS LIMITED 漢基控股有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 412) (Warrant Code: 1248) R2.14 AppIB 36 Executive Directors: Registered Office: Kwong Kai Sing, Benny Clarendon House Ong Peter 2 Church Street Poon Chi Wan Hamilton HM 11 Chow Chi Wah, Vincent Bermuda Wu Jian Principal Place of Business: Independent Non-Executive Directors: 29/F., China United Centre To Shing Chuen 28 Marble Road Ha Kee Choy, Eugene North Point Chung Yuk Lun Hong Kong Lo Wong Fung 12 March 2013 To the Shareholders and, for information purpose only, the holders of warrants of the Company Dear Sir or Madam, MAJOR TRANSACTION IN RELATION TO ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF GLOBAL CASTLE INVESTMENTS LIMITED AND NOTICE OF SPECIAL GENERAL MEETING INTRODUCTION Reference is made to the Company’s announcement dated 5 October 2012, in which the Board announced that, Equal Leader, a wholly-owned subsidiary of the Company, as the Purchaser and the Vendor entered into the Acquisition Agreement, pursuant to which Equal Leader conditionally agreed to acquire and the Vendor conditionally agreed to
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