Tonic Industries Holdings Limited

NOTICE IS HEREBY GIVEN that an Annual General Meeting of the members of Tonic Industries Holdings Limited (the "Company") will be held at World Trade Centre Club Hong Kong of 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 16 September 1998 at 3:00 p.m. for the following purposes:

1. To receive and consider the Audited Consolidated Financial Statements and the Reports of the Directors and of the Auditors for the year ended 31 March 1998.

2. To declare a final dividend.

3. To re-elect Directors and to authorise the Board of Directors to fix the Directors' remuneration.

4. To re-appoint Auditors and to authorise the Board of Directors to fix their remuneration.

5. As special business, to consider and, if thought fit, pass with or without modification the following resolution as an Ordinary Resolution:

"THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting listing of, and permission to deal in, the new shares of HK$0.10 each in the capital of the Company ("Shares") to be issued pursuant to this resolution ("Bonus Shares"), upon the recommendation of the directors of the Company ("Directors"), a sum of HK$11,520,000 being part of the amount standing to the credit of the share premium account of the Company, or such greater sum as shall be necessary to give effect to the issue of the Bonus Shares, be capitalised and the Directors be and are hereby authorised to apply such sum in paying up in full at par such number of Bonus Shares to be allotted and credited as fully paid to the shareholders of the Company whose names appear on the register of members of the Company on 16 September 1998 ("Record Date") on the basis of two Bonus Shares for every five Shares held by such shareholders on the Record Date and that the Bonus Shares shall rank pari passu in all respects with the existing issued Shares and fractional entitlements to the Bonus Shares shall not be issued but shall be aggregated and sold for the benefit of the Company."

6. As special business, to consider and, if thought fit, pass with or without modification the following resolution as an Ordinary Resolution:

"THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting listing of, and permission to deal in, the Warrants (as defined below) and any new shares of HK$0.10 each in the capital of the Company ("Shares") which may be issued upon the exercise of the subscription rights attaching to the Warrants, the directors of the Company ("Directors") be and are hereby authorised:

(a) to create and issue warrants ("Warrants") to subscribe for new Shares at any time on or after the issue date thereof but not later than 30 September 2000 (both dates inclusive) at an initial subscription price of HK$0.65 per Share, subject to adjustments, and otherwise upon the terms and conditions set out in the instrument constituting the Warrants (the "Warrant Instrument") and a circular to be dated on or about 24 August 1998 (the "Circular") sent to the shareholders of the Company (a copy of a draft of the Warrant Instrument and a copy of the Circular are produced to the meeting marked "A" and "B" respectively and signed by the Chairman of the meeting for the purpose of identification) by way of bonus to and among shareholders whose names appear on the register of members of the Company at the close of business on 16 September 1998 in the proportion of one Warrant for every five Shares in issue provided that: (i) in the case of those shareholders whose addresses as shown on the register of members of the Company as at the close of business on 16 September 1998 are outside Hong Kong, the Warrants shall not be issued to such persons but shall be aggregated and issued to a nominee to be named by the Directors and such Warrants shall be sold in the market as soon as practicable after dealings in the Warrants commence if a premium, net of expenses, can be obtained and the net proceeds of sale, after deduction of expenses, shall be distributed in Hong Kong dollars to such persons at their own risk pro rata to their respective shareholdings unless the amount to be distributed to any such person is less than HK$100 in which case such amount shall be retained for the benefit of the Company and (ii) fractional entitlements to the Warrants shall not be issued but shall be aggregated and sold for the benefit of the Company;

(b) to allot and issue to holders of the Warrants the appropriate number of new Shares as may fall to be issued on the exercise of the subscription rights attaching to the Warrants or any of them in accordance with the provisions of the Warrant Instrument and such new Shares shall, upon issue, rank pari passu in all respects with the then existing Shares on the relevant subscription dates;

(c) to affix the common seal of the Company to and to sign the Warrant Instrument in accordance with the articles of association of the Company; and

(d) to do all such acts and things as they consider necessary or expedient to give effect to the issue of the Warrants and new Shares fall to be issued upon exercise of the subscription rights attaching to the Warrants."

7. To consider and, if thought fit, pass with or without modification the following resolutions as Ordinary Resolutions:

"(A) THAT:

(a) Subject to paragraphs (b) and (c) of this resolution, the exercise by the directors of the Company ("Directors") during the Relevant Period (as defined below) of all the powers of the Company to repurchase (i) issued shares in the capital of the Company and (ii) warrants or other rights to subscribe for shares in the capital of the Company in each case on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, and that the exercise by the Directors of all the powers of the Company to repurchase such securities, subject to and in accordance with all applicable laws and/or requirements of the Stock Exchange or any other stock exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution shall, in addition to any other authorisation given to the Directors, authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its own shares and warrants at a price to be determined by the Directors;

(c) the aggregate nominal amount of the securities of the Company to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution as enlarged by the shares to be issued pursuant to resolution numbered 5 set out in the notice of this meeting and, conditional upon the passing of the resolution numbered 6 set out in the notice of this meeting, 10 per cent. of the total subscription rights attaching to the warrants of the Company to be issued by the Company on or around 30 September 1998 and the said approval shall be limited accordingly; and

(d) for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of :

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by law or its articles of association to be held; and

(iii) the revocation or variation of the authority granted under this resolution by an ordinary resolution of the shareholders of the Company in general meetings."

"(B) THAT:

(a) subject to paragraphs (b) and (c) below and without prejudice to the resolution numbered 7(C) set out in the notice of this Meeting, the exercise by the Directors during the Relevant Period (as defined in resolution numbered 7(A) (d) set out in the notice of this Meeting) of all the powers of the Company to allot, issue and deal in shares of HK$0.10 each in the capital of the Company ("Shares") or securities convertible into Shares or options, warrants or similar rights to subscribe for any shares in the Company and to make or grant offers, agreements and options which might require the exercise of such power, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall, in addition to any other authorisation given to the Directors, authorise the Directors during the Relevant Period to make or grant offers, agreements or options (including warrants or similar rights to subscribe for any shares in the Company) which might require the exercise of such power after the end of the Relevant Period;

(c) the aggregate nominal amount of securities allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to the approval given in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) the exercise of the rights of subscription or conversion under the terms of any securities or bonds which are convertible into any shares in the capital of the Company; (iii) any options granted or issue of Shares under any share option scheme or similar arrangement for the time being adopted by the Company, or (iv) any scrip dividend schemes or similar arrangements providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution as enlarged by the Shares to be issued pursuant to resolution numbered 5 set out in the notice of this meeting; and that the approval shall be limited accordingly;

(d) for the purposes of this resolution:

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong)."

"(C) THAT conditional upon the passing of the resolutions numbered 7 (A) and 7 (B) set out in the notice of this meeting, the aggregate nominal amount of the securities in the Company which are repurchased by the Company pursuant to and in accordance with the said resolution numbered 7 (A) shall be added to the aggregate nominal amount of the securities in the Company that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to and in accordance with the said resolution numbered 7 (B)."

By order of the Board
Gary Liu Hoi Keung
Company Secretary

Hong Kong, 5 August 1998

Notes:

(a) The Register of Members of the Company will be closed from Monday, 14 September 1998 to Wednesday, 16 September 1998 (both days inclusive), during which period no transfer of shares can be registered. In order to qualify for the proposed final dividend and the bonus issue of shares and warrants, all transfers accompanied by the relevant share certificates and transfer forms must be lodged with the Company's Branch Registrars in Hong Kong, Tengis Limited at 1601 Hutchison House, 10 Harcourt Road, Hong Kong for registration not later than 4:00 p.m. on Friday, 11 September 1998.

(b) A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

(c) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company's Branch Registrars in Hong Kong, Tengis Limited at 1601 Hutchison House, 10 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for holding the Meeting.

(d) The Annual Report of the Company for the year ended 31 March 1998 also containing this notice together with a circular setting out further information regarding Resolutions 5 to 7 above will be dispatched to members as soon as practicable.

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