The Directors are not aware of any reasons for the recent fluctuation in the price and increase in trading volume of the shares of the Company. The Company confirms that a substantial shareholder of the Company was approached by an independent third party (which has a portfolio of cable business and is interested in establishing certain strategic alliance with the Company) with an intention to acquire the Company's shares currently held by the substantial shareholder and to eventually hold a majority minority stake in the Company.

The Board of Directors (the "Directors") of Tonic Industries Holdings Limited (the "Company") has noted the recent fluctuation in the price and increase in trading volume of the Company's shares on 14 and 15 February 2000 and the recent newspaper articles regarding the acquisition of the Company's shares by U.S. satellite company and wishes to state that the Directors are not aware of any reasons for such increases except as disclosed below.

The Directors were informed by a substantial shareholder of the Company, Egana International (Holdings) Limited ("Egana"), on 7:00 p.m. yesterday that Egana were approached by an independent third party in early February, 2000 with an intention to acquire the Company's shares currently held by Egana. Egana confirmed to the Company that there will not be any negotiation with the third party and Egana had no intention to dispose of any of the Company's shares in the near future. The independent third party, an US investment Fund (having certain cable business portfolio), indicated its interest in the Tonic Technology - satellite etc. business and would like to establish certain joint venture partnership / strategic alliance with the Company to develop the Information Technology business involving in satellite related products and technology, as well as cable application. The Company would be willing to enter into negotiation with other party for the purpose of promoting the above business application. However, no negotiations or agreements have been made at this stage.

Save as disclosed above, the Directors confirm that there are no negotiations or agreements relating to intended acquisitions or realization which are discloseable under paragraph 3 of the Listing Agreement, neither are the Directors aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature.

This statement is made by the order of the Board of Directors of the Company, the Directors individually and jointly accept responsibility of the accuracy of this statement.

By Order of the Board
Simon Ling Siu Man
Chairman

Hong Kong, 15 February, 2000

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