10:37     TONIC IND HOLD<00978> - Announcement (4)                            

    Application for listing                                                   
    The Company will apply to the Listing Committee of the Stock Exchange     
    for the listing of, and permission to deal in, the Rights Shares in both  
    nil-paid and fully-paid forms.                                            
                                                                              
    Nil-paid Rights Shares are expected to be traded in board lots of 2,000   
    (the Shares are currently traded on the Stock Exchange in board lots of   
    2,000). Dealings in the Rights Shares (both in nil-paid and fully-paid    
    forms) will be subject to the payment of stamp duty in Hong Kong.         
                                                                              
    Indication of Success Forever                                             
    Success Forever has indicated to the Company that the 317,886,782 Shares  
    beneficially owned by it will remain registered in the same name on the   
    Record Date and that it will accept or procure the acceptance of          
    158,943,391 Rights Shares to be provisionally allotted to it or its       
    nominee as the holder of such Shares pursuant to the Rights Issue.        
                                                                              
    Conditions of the Rights Issue                                            
    The Rights Issue is conditional, among other matters, upon the            
    following:                                                                
                                                                              
    (a)        the filing and registration of all documents relating to the   
    Rights Issue required by law with the Registrar of Companies in Hong      
    Kong;                                                                     
                                                                              
    (b)        the posting of the Rights Issue Documents to the Qualifying    
    Shareholders;                                                             
                                                                              
    (c)        the Listing Committee of the Stock Exchange granting or        
    agreeing to grant (subject to allotment) and not having withdrawn or      
    revoked listing of and permission to deal in all the Rights Shares (in    
    their nil-paid and fully-paid forms); and                                 
                                                                              
    (d)        the obligations of Success Forever as the underwriter of the   
    Rights Issue becoming unconditional and that the Underwriting Agreement   
    is not terminated in accordance with its terms.                           
                                                                              
    If any of the conditions of the Right Issue are not fulfilled or waived   
    by 4:00 p.m. on the second business day following the latest time for     
    acceptance of the Rights Shares which is expected to be on Wednesday, 16  
    March 2005 (or such later date or dates as Success Forever may agree      
    with the Company in writing), the Rights Issue will not proceed.          
                                                                              
    UNDERWRITING ARRANGEMENT                                                  
    Underwriting Agreement                                                    
    Date:        28 January 2005                                              
                                                                              
    Underwriter:        Success Forever, the controlling Shareholder, which   
    is interested in 317,886,782 Shares (representing approximately 50.04%    
    of the issued share capital of the Company) as at the date of this        
    announcement                                                              
                                                                              
    Number of the Rights Shares         not less than 317,629,987 Rights      
    Shares and not more than 341,754,987                                      
      underwritten:        Rights Shares                                      
                                                                              
    Commission:        2.0% of the aggregate Subscription Price of the        
    Rights Shares other than the Rights Shares to be provisionally allotted   
    to Success Forever and/or its nominee(s) pursuant to the Rights Issue     
    (i.e. not less than 158,686,596 Rights Shares and not more than           
    182,811,596 Rights Shares)                                                
                                                                              
    Success Forever is a company incorporated in the British Virgin Islands   
    with limited liability and is wholly and beneficially owned by Mr. Ling,  
    the Managing Director and Chairman of the Company. Success Forever is an  
    investment holding company whose ordinary course of business does not     
    include underwriting of securities.                                       
                                                                              
    Termination of the Underwriting Agreement                                 
    It should be noted that the Underwriting Agreement contains provisions    
    granting Success Forever the right to terminate its obligations on the    
    occurrence of force majeure prior to 4:00 p.m. on the second business     
    day following the latest time for acceptance of the Rights Shares. For    
    this purpose, force majeure includes:                                     
                                                                              
    (a)        the introduction of any new regulation or any change in        
    existing law or regulation (or the judicial interpretation thereof) or    
    other occurrence of any nature whatsoever which may in the reasonable     
    opinion of Success Forever materially and adversely affect the business   
    or the financial or trading position or prospects of the Group as a       
    whole; or                                                                 
                                                                              
    (b)        the occurrence of any local, national or international event   
    or change, whether or not forming part of a series of events or changes   
    occurring or continuing before, and/or after the date hereof, of a