PDF《COMPOSITE DOCUMENT RELATING TO》

If you are in any doubt as to any aspect of the Offer or this Composite Document and/or the Form of Acceptance or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares, you should at once hand this Composite Document and the accompanying Form of Acceptance to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). This Composite Document should be read in conjunction with the accompanying Form of Acceptance, the contents of which form part of the terms of the Offer contained therein. Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this Composite Document and the Form of Acceptance, make no representation as to their 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 Composite Document and the Form of Acceptance. TONIC INDUSTRIES HOLDINGS LIMITED 东力实业控股有限公司* (Incorporated in the Cayman Islands with limited liability) (Stock Code: 978) SKILL CHINA LIMITED 华能有限公司 (Incorporated in the BVI with limited liability) COMPOSITE DOCUMENT RELATING TO MANDATORY UNCONDITIONAL CASH OFFER BY FOR AND ON BEHALF OF SKILL CHINA LIMITED FOR ALL THE ISSUED SHARES OF HK$0.01 EACH IN TONIC INDUSTRIES HOLDINGS LIMITED (OTHER THAN THOSE SHARES ALREADY OWNED OR AGREED TO BE ACQUIRED BY SKILL CHINA LIMITED) Financial adviser to Tonic Industries Holdings Limited Financial adviser to Skill China Limited Independent financial adviser to the Independent Board Committee A letter from the Board is set out on pages

11 to

14 of this Composite Document. A letter from Quam Capital is set out on pages

15 to

24 of this Composite Document. A letter from the Independent Board Committee containing its recommendation in respect of the Offer to the Independent Shareholders is set out on pages

25 to

26 of this Composite Document. A letter from the independent financial adviser, Access Capital, containing its advice to the Independent Board Committee is set out on pages

27 to

38 of this Composite Document. The procedures for acceptance of the Offer and other related information are set out on pages I-1 to I-7 in Appendix I to this Composite Document and in the accompanying Form of Acceptance. Acceptances of the Offer should be received by the Registrar by no later than 4:00 p.m. on Friday,

31 December

2010 or such later time and/or date as the Offeror may decide and announce in accordance with the Takeovers Code. THIS COMPOSITE DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION * For identification purposes only

10 December

2010 Page EXPECTED TIMETABLE

1 DEFINITIONS

2 LETTER FROM THE BOARD

11 LETTER FROM QUAM CAPITAL

15 LETTER FROM THE INDEPENDENT BOARD COMMITTEE

25 LETTER FROM ACCESS CAPITAL

27 APPENDIX I C FURTHER TERMS OF THE OFFER I-1 APPENDIX II C FINANCIAL INFORMATION OF THE FORMER GROUP . II-1 APPENDIX III C REPORTS ON UNAUDITED FINANCIAL INFORMATION OF THE FORMER GROUP III-1 APPENDIX IV C VALUATION REPORT IV-1 APPENDIX V C GENERAL INFORMATION V-1 ACCOMPANYING DOCUMENT C FORM OF ACCEPTANCE CONTENTS C i C The expected timetable set out below is indicative only and may be subject to change. Further announcement(s) will be made as and when appropriate.

2010 Offer opens for acceptance Friday,

10 December Latest time and date for acceptance of the Offer (Notes

1 and 3)4:00 p.m. on Friday,

31 December Closing Date (Note 1)Friday,

31 December Announcement of the results of the Offer or as to whether the offer has been revised or extended, on the website of the Stock Exchange (Note 1)by 7:00 p.m. on Friday,

31 December Latest date of posting of remittance in respect of valid acceptances received on or before the latest time for acceptance of the Offer (Note 2)Monday,

10 January

2011 Notes: 1. The latest time for acceptance of the Offer is 4:00 p.m. on Friday,

31 December 2010. The Offer, which is unconditional, will be closed on Friday,

31 December

2010 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code. The Offeror reserves the right to extend the Offer until such date it may determines pursuant to the Takeovers Code. The Offeror will issue an announcement on Friday,

31 December

2010 as to whether the Offer has been revised, extended or expired and, in relation to any extension of the Offer, to state either the next closing date or that the Offer will remain open until further notice. 2. Payment will be made as soon as possible, but in any event within

10 days of the date of receipt by the Registrar, from the Shareholders accepting the Offer, of the valid requisite documents. Please refer to the paragraph headed Settlement in Appendix I to this Composite Document. 3. Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except in the circumstances as set out in paragraph

4 headed Right of withdrawal in Appendix I to this Composite Document. All time and date references contained in this Composite Document refer to Hong Kong time and dates. EXPECTED TIMETABLE C

1 C In this Composite Document, unless the context otherwise requires, the following expressions have the following meanings: Access Capital a corporation licensed under the SFO to carry out Type

1 (dealing in securities), Type

4 (advising on securities), Type

6 (advising on corporate finance) and Type

9 (asset management) regulated activities under the SFO acting in concert the same meaning ascribed to it under the Takeovers Code Administrators the administrators appointed pursuant to the Creditor Scheme associate the same meaning ascribed to it under the Takeovers Code Board the board of Directors BVI the British Virgin Islands Capital Reduction the reduction of the par value of each issued Old Share from HK$0.10 to HK$0.001 by the cancellation of HK$0.099 of the paid-up capital on each Old Share pursuant to the Capital Reorganisation Capital Reorganisation the restructuring of the share capital of the Company which became effective on

3 December

2010 and comprised the Capital Reduction, the Share Sub-division and the Share Consolidation Cayman Companies Law the Companies Law (2009 Revision) of the Cayman Islands (as amended) CCASS the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited Circular the circular of the Company dated

28 June

2010 in respect of, among other things, the Capital Reorganisation, the Group Reorganisation and Creditor Scheme, the Subscription of New Shares and the issue of Remuneration Shares DEFINITIONS C

2 C Claim any debt, liability, or obligation of the Company which arose on or before the Effective Date (whether known or unknown, whether present or future, whether actual or contingent, whether liquidated or unliquidated, ascertained or sounding only in damages) irrespective of whether the debt or claim arose by virtue of contract, at law, in equity or otherwise, which would be admissible to proof in a compulsory winding up of the Company under either the Companies Ordinance or the Cayman Companies Law and which includes, without limitation, a debt or liability to pay money or money'

s worth, any liability under any statute or enactment, any liability for breach of trust, any liability in contract (including any guarantee liability of the Company), tort or bailment and any liability arising out of an obligation to make restitution Closing Date Friday,

31 December 2010, the closing date of the Offer, which is

21 days after the date on which the Composite Document is posted, or if the Offer is extended, any subsequent closing date of the Offer as extended and announced by the Offeror in accordance with the Takeovers Code Companies Ordinance the Companies Ordinance (Cap 32) of the Laws of Hong Kong as amended from time to time Company Tonic Industries Holdings Limited (Stock Code: 978), an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange Completion completion of the Subscription Agreement which took place on

3 December

2010 Composite Document this composite offer and response document jointly issued by the Company and the Offeror, which sets out, among other things, details of the Offer Concert Group........