10:40 TONIC IND HOLD<00978> - Announcement (8) through the Rights Issue in order to support the continuing development of the Group's existing business activities. The Rights Issue enables the Company to carry out the fund raising exercise while the Qualifying Shareholders are given the opportunity to maintain their respective pro rata shareholding interests in the Company by participating in the Rights Issue. The estimated net proceeds of the Rights Issue is approximately HK$62 million (assuming no outstanding Share Options are exercised on or before the Record Date) or approximately HK$67 million (assuming all outstanding Share Options are exercised in full on or before the Record Date), which is intended to be used for as to approximately HK$30 million for the purchase of plant and machinery for a new factory to be completed in early 2005 and as to approximately HK$32 million to HK$37 million for the general working capital of the Group. GENERAL The Company has not conducted any equity fund raising in the 12-month period immediately preceding the date of this announcement. The Company will despatch the Rights Issue Documents to each of the Qualifying Shareholders and the Prospectus to each of the Excluded Shareholders (if any), for its information only, on or before Friday, 25 February 2005. DEFINITIONS "Board" the board of Directors "Company" Tonic Industries Holdings Limited (stock code: 978), a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange "Companies Ordinance" Companies Ordinance (Chapter 32 of the Laws of Hong Kong) "Director(s)" director(s) of the Company "EHL" EganaGoldpfeil (Holdings) Limited (stock code: 048), a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange; EHL is beneficially interested in approximately 20.40% of the issued share capital of the Company as at the date of this announcement "Excluded Shareholders" Shareholders whose names appear on the register of members of the Company as at the close of business on the Record Date and whose addresses as shown on such register are outside Hong Kong where the Directors, based on legal opinions provided by legal advisers, consider it necessary or expedient not to offer the Rights Shares to such Shareholders on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place "Group" the Company and its subsidiaries "Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China "Independent Third independent third parties who, to the best of the Director's knowledge and information Parties" and having made all reasonable enquiries, are not connected persons (as defined under the Listing Rules) of the Company and are independent of and not connected with the Company and its connected persons (as defined under the Listing Rules) "Listing Committee" the listing sub-committee of the Stock Exchange "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange "Mr. Ling" Mr. Ling Siu Man, Simon, the Managing Director and Chairman of the Company, who is beneficially interested in approximately 50.04% of the issued share capital of the Company as at the date of this announcement "Prospectus" the prospectus to be issued by the Company as required under the Companies Ordinance in relation to the Rights Issue "Qualifying Shareholders whose names appear on the register of members of the Company as at Shareholders" the close of business on the Record Date other than those Excluded Shareholders (if any) "Record Date" Thursday, 24 February 2005, the record date to