Wisdomcome Group Holdings Ltd. — Proxy Solicitation & Information Statement 2004

Feb 25, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Rainbow International Holdings Limited (the “Company”), you should at once hand this circular, together with the form of proxy, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser of the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(incorporated in the Cayman Islands with limited liability)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND PROPOSED CHANGE OF NAME

A notice convening the annual general meeting of the Company to be held at 23rd Floor, CIGNA Tower, 482 Jaffe Road, Causeway Bay, Hong Kong on Thursday, 18th March, 2004 at 11:00 a.m. is accompanied with this circular. Whether or not the shareholders of the Company are able to attend the meeting, they are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrars of the Company in Hong Kong, Standard Registrars Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the annual general meeting of the Company or any adjournment thereof. Completion and return of the proxy form will not preclude the shareholders of the Company from attending and voting at the annual general meeting or any adjourned meeting thereof if they so desire.

This circular, for which the directors (the “Directors”) of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “GEM Listing Rules”) for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This circular will remain on the GEM website with the domain name of www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting.

25th February, 2004

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

The GEM of the Stock Exchange has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the main board of The Stock Exchange of Hong Kong Limited and no assurance is given that there will be a liquid market in the securities traded on GEM.

The principal means of information dissemination on GEM is publication on the internet website operated by The Stock Exchange of Hong Kong Limited. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers.

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TABLE OF CONTENTS

	Page
Letter from the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Appendix – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

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LETTER FROM THE BOARD OF DIRECTORS

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(incorporated in the Cayman Islands with limited liability)

Executive Directors:

Siu York Chee, Doreen (Chairperson) Leung Kwok Kui

Non-executive Directors:

Lai Tin Ying, Michael (alias Lai Siu Tin)

Registered office:

Ugland House P.O. Box 309 George Town Grand Cayman Cayman Islands British West Indies

Independent non-executive Directors: Hung Anckes Yau Keung Ko Sin Ming, Sammy

Head office and principal place of business: 23rd Floor Cigna Tower 482 Jaffe Road Causeway Bay Hong Kong

25th February, 2004

To the shareholders of the Company

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND PROPOSED CHANGE OF NAME

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the forthcoming annual general meeting (the “Annual General Meeting”) of the Company to be held at 23rd Floor, Cigna Tower, 482 Jaffe Road, Causeway Bay, Hong Kong on Thursday, 18th March, 2004 at 11:00 a.m.. These include: (i) the ordinary resolutions granting the Directors general mandates to issue and repurchase shares of the Company (the “Shares”); and (ii) the special resolution changing the name of the Company.

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LETTER FROM THE BOARD OF DIRECTORS

GENERAL MANDATES

On 15th April, 2003, resolutions of the then shareholders of the Company were passed to grant general unconditional mandates to the Directors to:

• (1) allot, issue and deal with (otherwise than by way of rights issue, by virtue of scrip dividend schemes or other similar arrangements in accordance with the articles of association of the Company or pursuant to the exercise of any option which may be granted under the Pre-IPO Share Option Scheme (as defined in the prospectus of the Company dated 28th September, 2001 (the “Prospectus”) or the Share Option Scheme (as defined in the Prospectus)), on behalf of the Company, shares of HK$0.01 each in the capital of the Company with an aggregate nominal value not exceeding the sum of (i) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue (including the Remuneration Shares (as defined in the Prospectus)) immediately after completion of the Placing and Public Offer (both as defined in the Prospectus); and (ii) the aggregate nominal amount of the share capital of the Company purchased under the authority referred to in paragraph (2) below; and

• (2) exercise all the powers of and on behalf of the Company to purchase, on GEM or on any other stock exchange on which the securities of the Company may be listed and which is recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, Shares with an aggregate nominal value not exceeding 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue (including the Remuneration Shares) immediately after completion of the Placing and Public Offer.

Each of the general mandates referred to above remains in effect until the conclusion of the next annual general meeting of the Company, the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held or when it is revoked or varied by an ordinary resolution by the shareholders of the Company in general meeting, whichever is the earliest.

The above general mandates will lapse at the conclusion of the Annual General Meeting, unless renewed at the Annual General Meeting. It is therefore proposed to seek your approval of the ordinary resolutions to be proposed at the Annual General Meeting to renew these general mandates to the Directors.

At the Annual General Meeting, separate ordinary resolutions will be proposed to grant to the Directors fresh general mandates (i) to allot, issue and otherwise deal with Shares not exceeding 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing the ordinary resolution no. 4 (“Resolution No. 4”) in the notice of the Annual General Meeting (“Notice”); (ii) to repurchase Shares up to a maximum of 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing the ordinary resolution no. 5 (“Resolution No. 5”) in the Notice (“Repurchase Mandate”); and (iii) by extending the general mandate granted pursuant to Resolution No. 4, to allot, issue and otherwise deal with Shares with an aggregate nominal amount not exceeding the aggregate nominal amount of the share capital of the Company purchased pursuant to the

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LETTER FROM THE BOARD OF DIRECTORS

Repurchase Mandate (as more particularly described in the ordinary resolution no. 6 (“Resolution No. 6”) in the Notice) ((i), (ii) and (iii) collectively the “Mandates”) during the period from the date of the passing of the Resolutions No. 4 to 6 up to: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or (c) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking, varying or renewing the Mandates, whichever occurs first.

EXPLANATORY STATEMENT

An explanatory statement containing all relevant information relating to the Repurchase Mandate is set out in the appendix to this circular. The information in the explanatory statement is to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate.

PROPOSED CHANGE OF NAME

Reason for the change of name

The Directors proposes to change the name of the Company from “Rainbow International Holdings Limited” to “B. A. L. Holdings Limited” and to adopt a Chinese name of “變靚 D控股有限公司 ” for identification purpose. The Directors consider that the new name reflects more appropriately the business operations of the Group and improve the image of the Company and its subsidiaries.

Conditions

The proposed change of name is subject to the following conditions:

1. the passing of a special resolution by the shareholders of the Company at the forthcoming annual general meeting (“AGM”) of the Company to be convened and held to approve the proposed change of name of the Company; and

2. the Registrar of Companies in the Cayman Islands approving the proposed change of name of the Company.

Trading arrangements

The proposed change of name will not affect any of the rights of the shareholders of the Company. All existing share certificates in issue bearing the present name of the Company will, after the change of name has become effective, continue to be evidence of title to the shares of HK$0.01 each in the Company and will be valid for trading, settlement and registration purposes.

Accordingly, there will not be any arrangement for free exchange of existing share certificates for new share certificates under the new name. Once the change of name becomes effective, any new share certificates of the Company will be issued in the new name of the Company.

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LETTER FROM THE BOARD OF DIRECTORS

A further announcement regarding the effective date of the new name and arrangement relating to the trading and dealings in the securities of the Company on the Growth Enterprise Market (“GEM”) of the Stock Exchange will be made as and when the new name takes effect.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting which will be held at 23rd Floor, CIGNA Tower, 482 Jaffe Road, Causeway Bay, Hong Kong on Thursday, 18th March, 2004 at 11:00 a.m. and a form of proxy for use at the Annual General Meeting are accompanied with this circular.

Whether or not the Shareholders intend to attend the meeting, they are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrars of the Company in Hong Kong, Standard Registrars Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude the Shareholders from attending and voting at the Annual General Meeting or any adjourned meeting thereof if they so desire.

RECOMMENDATION

The Directors are of the opinion that the proposals referred to in this circular are in the best interests of the Company and its shareholders and therefore recommend you to vote in favour of the Resolutions Nos. 4 to 7 to be proposed at the Annual General Meeting.

Yours faithfully, By order of the Board Rainbow International Holdings Limited Siu York Chee, Doreen Chairperson

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EXPLANATORY STATEMENT

APPENDIX

This is an explanatory statement given to all shareholders of the Company relating to the Resolution No. 5 to be proposed at the Annual General Meeting granting the Repurchase Mandate.

This explanatory statement contains all the information required pursuant to rule 13.08 of the GEM Listing Rules which is set out as follows:

1. INFORMATION ON GEM LISTING RULES RELATING TO SHARE REPURCHASES

The GEM Listing Rules permit companies whose primary listings are on GEM to repurchase their securities on GEM subject to certain restrictions, the most important of which are summarized below:

(i) Shareholders’ approval

All proposed repurchases of securities (which must be fully-paid up) by a company with its primary listing on GEM must be approved in advance by an ordinary resolution of shareholders, either by way of general mandate or by specific approval in relation to specific transactions.

(ii) Source of funds

Any repurchases by a company may only be funded out of funds legally available for the purposes in accordance with its memorandum of association and articles of association and the applicable laws of the Cayman Islands. A company may not repurchase its own securities on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

A company shall procure that any broker appointed by it to effect the purchase of its own securities shall disclose to the Stock Exchange such information with respect to purchase made on behalf of the company as the Stock Exchange may request.

(iii) Connected parties

A company is prohibited from knowingly repurchasing securities on GEM from a “connected person”, that is, a director, chief executive, substantial shareholder or management shareholder of the company or an associate of any of them (as defined in the GEM Listing Rules), and a connected person is prohibited from knowingly selling his securities to the company on GEM.

2. EXERCISE OF THE REPURCHASE MANDATE

As at 24th February, 2004, being the latest practicable date (“Latest practicable Date”) prior to the printing of this circular, the issued share capital of the Company comprised 2,450,000,000 Shares.

Subject to the passing of the Resolution No. 5 and on the basis that no further Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 245,000,000 Shares during the period from the date of the passing of the Resolution No. 5 as set out in the Notice up to (i) the conclusion of the next

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EXPLANATORY STATEMENT

APPENDIX

general meeting of the Company; or (ii) the expiration of the period within which the next general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the shareholders of the Company in general meeting, whichever occurs first.

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and its shareholders.

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association, the GEM Listing Rules and the applicable laws of the Cayman Islands. The Company may not purchase its own securities on the GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

5. IMPACT ON WORKING CAPITAL OR GEARING POSITION

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31st October, 2003) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX

6. SHARE PRICES

The highest and lowest prices at which the Shares were traded on GEM during each of the calendar months since January 2003 up to and including the Latest Practicable Date were as follows:

		Shares
	Highest		Lowest
	HK$		HK$
January 2003	0.149		0.089
February 2003	0.120		0.099
March 2003	0.113		0.100
April 2003	0.098		0.076
May 2003	Suspended		Suspended
June 2003	Suspended		Suspended
July 2003	Suspended		Suspended
August 2003	Suspended		Suspended
September 2003	Suspended		Suspended
October 2003	Suspended		Suspended
November 2003	Suspended		Suspended
December 2003	Suspended		Suspended
January 2004	Suspended		Suspended
February 2004 (up to and including
the Latest Practicable Date)	Suspended		Suspended

7. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules, the memorandum and articles of association of the Company and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the GEM Listing Rules), has notified the Company of any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders.

As at the Latest Practicable Date, no connected person (as defined in the GEM Listing Rules) has notified the Company that it has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

8. THE HONG KONG CODE ON TAKEOVERS AND MERGERS

If as a result of a repurchase of Shares, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Hong Kong Code on Takeovers and Mergers (“Code”). As a result, a shareholder, or a group of

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EXPLANATORY STATEMENT

APPENDIX

shareholders acting in concert (within the meaning under the Code), depending on the level of increase in the shareholder’s interests, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Code.

As at the Latest Practicable Date, the register required to be kept under the Division 2 and 3 of Part XV of the SFO showed that the persons who were interested in, directly or indirectly, 5 per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of any member of the Group were as follows:

	Number of	Percentage of
Name of Shareholders	Shares	shareholding
		(per cent.)
Ms. Siu York Chee_(Note 1)_	200,000,000	8.16
Ms. Lam Yin Ming, Amy_(Note 2)_	323,674,834	13.21
Best Time Investments Ltd.(Note 3)	637,468,440	26.02
E-Teck Business Limited_(Note 4)_	273,197,778	11.15
Ever-Long Asset Management Ltd.(Note 4)	273,197,778	11.15
Ever-Long Holdings Limited_(Note 4)_	273,197,778	11.15
Styland Holdings Limited_(Note 4)_	273,197,778	11.15

Notes:

1. Ms. Siu York Chee was appointed as an executive Director on 16th June, 2003 and then appointed as the chairperson of the Company on 17th September, 2003.

2. Ms. Lam Yin Ming, Amy acquired these shares of the Company through the Rights Issue which was completed in January, 2003. Presently Ms. Lam Yin Ming, Amy does not have management role nor board representation in the Group.

3. Best Time Investments Limited is a wholly-owned subsidiary of Wonderful World Holdings Limited, a company incorporated in Bermuda whose shares are listed on the Main Board of the Stock Exchange. Pursuant to Part XV of the SFO, Wonderful World Holdings Limited is taken to be interested in the shares held by Best Time Investments Limited in approximately 26.02% of the Company.

4. The 273,197,778 shares are beneficially owned by and registered in the name of E-Teck Business Limited. All the issued share capital of E-Teck Business Limited is beneficially owned by Ever-Long Asset Management Limited, which is a wholly-owned subsidiary of Ever-Long Holdings Limited. Ever-Long Holdings Limited is a wholly-owned subsidiary of Styland Holdings Limited which is a limited liability company incorporated in Bermuda whose shares are listed on the Main Board of the Stock Exchange. EverLong Asset Management Limited, Ever-Long Holdings Limited and Styland Holdings Limited are all deemed to be interested in the shares held by E-Teck Business Limited for the purpose of the SDI Ordinance.

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EXPLANATORY STATEMENT

APPENDIX

In the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the total interests of the above Shareholders in the Shares would be increased to:

	Percentage of
Name of Shareholders	shareholding
	(per cent.)
Ms. Siu York Chee	9.07
Ms. Lam Yin Ming, Amy	14.68
Best Time Investments Ltd.	28.91
E-Teck Business Limited	12.39
Ever-Long Asset Management Ltd.	12.39
Ever-Long Holdings Limited	12.39
Styland Holdings Limited	12.39

However, the exercise of the Repurchase Mandate in full will not have any implications under the Code in the cases of Ms. Siu York Chee, Ms. Lam Yin Ming, Amy, Best Time Investments Limited, E- Teck Business Limited, Ever-Long Asset Management Limited, Ever-Long Holdings Limited and Styland Holdings Limited since their respective interests in the Company will still be less than 30 per cent. after such exercise.

The Directors do not have any present intention to exercise the Repurchase Mandate to such an extent as would give rise to an obligation on the Shareholders to make a mandatory general offer under Rules 26 or 32 of the Code.

If the Directors exercise the Repurchase Mandate (whether in whole or in part), they will not exercise it to the extent that would result in the number of Shares being held by the public falling below the relevant minimum prescribed percentage of the Company as required by the Stock Exchange, which is currently 25 per cent. of the entire issued share capital of the Company.

9. SHARE REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company in the previous six months preceding the Latest Practicable Date, whether on GEM or otherwise.

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NOTICE OF ANNUAL GENERAL MEETING

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(incorporated in the Cayman Islands with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (“Annual General Meeting”) of the shareholders of Rainbow International Holdings Limited (the “Company”) will be held at 23rd Floor, Cigna Tower, 482 Jaffe Road, Causeway Bay, Hong Kong on Thursday, 18th March, 2004 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements of the Company and the reports of the directors (“Directors”) and auditors of the Company for the year ended 31st October, 2003.

2. To re-elect Directors and to authorize the board of Directors (“Board”) to fix the remuneration of the Directors.

3. To re-appoint auditors of the Company and to authorize the Board to fix their remuneration.

4. As special business, to consider and if thought fit, to pass the following resolution as an ordinary resolution:

“ THAT:

• (a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (“Stock Exchange”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (“Shares”) and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall be in addition to any other authorization given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally for unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the grant or exercise of any options under the share option scheme of the Company or any other option scheme or similar arrangement for the time being adopted for the grant or issue of Shares or rights to acquire Shares; or (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the memorandum of association and articles of association of the Company in force from time to time, 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 the passing of this resolution and the approval in paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purpose of this resolution:

“Relevant Period” means the period from the date of 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 the articles of association of the Company or any applicable laws of the Cayman Islands to be held; and

• (iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Company or the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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, or the requirements of, any jurisdiction or any recognized regulatory body or any stock exchange applicable to the Company).”

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NOTICE OF ANNUAL GENERAL MEETING

1. As special business, to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“ THAT

• (a) Subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to purchase its shares on the GEM or any other stock exchange on which the Shares may be listed and which is recognized by The Securities and Futures Commission of Hong Kong (“Securities and Futures Commission”) and the Stock Exchange for such purpose, in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange or of any such other stock exchange from time to time and all applicable laws in this regard, be and is hereby generally and unconditionally approved;

• (b) The aggregate nominal amount of Shares which may be purchased 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 issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) For the purpose of this resolution, “Relevant Period” means the period from the date of 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 the articles of association of the Company, or any applicable laws of the Cayman Islands to be held; and

  • (iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

• As special business, to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“ THAT conditional upon resolutions nos. 4 and 5 above being duly passed, the unconditional general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares pursuant to resolution no. 4 above be and is hereby extended by the addition to the aggregate nominal amount of the share capital which may be allotted or agreed conditionally or unconditionally to be allotted and issued by the Directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the

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NOTICE OF ANNUAL GENERAL MEETING

authority granted pursuant to resolution no. 5 above, provided that such amount shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution.”

1. As special business, to consider and, if thought fit, to pass the following resolution as a special resolution:

“ THAT subject to the approval of the Registrar of Companies of Cayman Islands, the change of name of the Company from “Rainbow International Holdings Limited” (彩虹國 際控股有限公司 ) to “B. A. L. Holdings Limited” (變靚 D控股有限公司 ) be and is hereby approved.”

By order of the Board Rainbow International Holdings Limited Siu York Chee Chairperson

Hong Kong, 25th February, 2004

Principal place of business:

23/F, Cigna Tower, 482 Jaffe Road, Causeway Bay, Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed or notarially certified copy of that power or authority, at the offices of the Company’s Hong Kong branch registrars. Standard Registrars Limited on Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

3. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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