Wisdomcome Group Holdings Ltd. — Proxy Solicitation & Information Statement 2006

Apr 12, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in doubt about this circular, you should consult your stockbroker, other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in B.A.L. HOLDINGS LIMITED, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This circular, for which 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 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.

B. A. L. HOLDINGS LIMITED

變靚 D 控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8079)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS, PROPOSED CHANGE OF AUDITORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2006 Annual General Meeting of the Company is set out on Pages 8 to 11 of this circular. Whether or not you are able to attend the meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s Branch Registrar as soon as possible but in any event not later than 11:00 a.m. on 26th April, 2006. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting and any adjourned meeting if you so wish.

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.

* For identification purposes only

10th April 2006

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED

GEM 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 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. 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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CONTENTS

	Page
LETTER FROM THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Change of Principal place of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed change of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Procedure for Demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX II – NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX III – DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED. . . . . . . .	12

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LETTER FROM THE BOARD OF DIRECTORS

B. A. L. HOLDINGS LIMITED * 變靚 D 控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8079)

Executive Directors:

Siu York Chee, Doreen (Chairperson) Leung Kwok Kui

Non-Executive Director:

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 Siu Yim Kwan, Sidney

Head Office and Principal Place of Business:

Room 1401, 14/F Guardian House 32 Oi Kwan Road Wanchai Hong Kong

10th April, 2006

To the Shareholders of the Company

Dear Sir/Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS, PROPOSED CHANGE OF AUDITORS, AND NOTICE OF ANNUAL GENERAL MEETING

CHANGE OF PRINCIPAL PLACE OF BUSINESS

The board of directors of B.A.L. Holdings Ltd (the “Company”) announces that the principal place of business of the Company in Hong Kong has been changed to Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong with effect from 23rd March 2006.

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

* For identification purposes only

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LETTER FROM THE BOARD OF DIRECTORS

Room 1401, 14th Floor, 32 Oi Kwan Road, Wanchai, Hong Kong on Friday, 28th April, 2006 at 12:00 noon to (a) grant to the Directors general mandates to issue and repurchase Shares of the Company; and (b) to re-elect the retiring Directors; (iii) to propose change of auditors.

GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will also be proposed that the Directors be granted a general and unconditional mandate to allot, issue and deal with shares of the Company up to a maximum of 20% of the issued share capital of the Company as at the date of passing of the relevant resolution.

The Share Issue Mandate, if granted, will continue in force until the earliest of (i) the conclusion of next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company’s is required by the Articles of Association or any applicable laws to be held; or (iii) its revocation or variation by an ordinary resolution of the Shareholders in general meeting.

In addition, if the resolution to authorize the repurchase of shares is passed, an ordinary resolution will be proposed at the Annual General Meeting providing that any Shares repurchased (up to a maximum of 10% of the issued Shares as at the date of the grant to the Repurchase Mandate) will be added to the total number of Shares which maybe allotted and issued under the Share Issue Mandate.

GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will also be proposed that the Directors be granted a general and unconditional mandate to exercise all powers of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution.

The Repurchase Mandate, if granted, will continue in force until the earliest of (i) the conclusion of next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company’s is required by the Articles of Association or any applicable laws to be held; or (iii) its revocation or variation by an ordinary resolution of the Shareholders in general meeting.

An explanatory statement required by the GEM Listing Rules to be sent to the Shareholders in connection with the proposed general mandate to repurchase the Company’s shares is set out in Appendix I to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the AGM.

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LETTER FROM THE BOARD OF DIRECTORS

RE-ELECTION OF RETIRING DIRECTORS

In relation to Resolution 2 as set out in the notice of the AGM, Mr. Ko Sin Ming and Mr. Hung Anckes Yau Keung will retire as Independent Non-Executive Director at the AGM and being eligible, will offer themselves for re-election to the respective offices pursuant to Articles 99 and 116 of the Articles respectively.

Details of the above Directors, which are required to be disclosed pursuant to the GEM Listing Rules, are set out in Appendix III to this circular.

PROPOSED CHANGE OF AUDITORS

Messrs. Chang Leung Hui & Li C.P.A. Ltd and the Company could not arrive at consensus on the audit fees for the forthcoming year and they have tendered resignation as the auditors of the Company on 6th April 2006.

The Board proposed to appoint Grant Thornton as the new auditors for the Company and its subsidiaries subject to the approval of the shareholders of the Company to fill the vacancy following the resignation of Chang Leung Hui & Li C.P.A. Ltd.

NOTICE OF ANNUAL GENERAL MEETING

Notice of the AGM is set out in Appendix II to this circular. A proxy form for appointing proxy is despatched with this circular and published on the GEM website (www.hkgem.com). Whether or not you intend to attend the AGM, you are requested to complete the proxy form and return it to the Company’s Branch Registrar, Standard Registrars Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM or the adjourned meeting. Completion and return of a proxy form will not preclude you from attending and voting at the meeting and any adjourned meeting if you so wish.

PROCEDURE FOR DEMANDING A POLL

Pursuant to Article 80 of the Articles, a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded by:–

• (a) the Chairman of the meeting; or

• (b) at least five members present in person or by proxy and entitled to vote; or

• (c) any member or members present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all members having the right to attend and vote at the meeting; or

• (d) any member or members present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

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LETTER FROM THE BOARD OF DIRECTORS

RECOMMENDATION

The Directors consider that the granting of the general mandates to the Directors to issue shares and to repurchase shares of the Company and re-election of the retiring Directors are in the best interests of the Company and the Shareholders. The Directors therefore recommend the Shareholders to vote in favour of the relevant resolutions as set out in the notice of the AGM.

Yours faithfully, For and on behalf of the Board Siu York Chee, Doreen Chairperson

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement, as required by the GEM Listing Rules, to provide certain information to you for your consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, there was a total of 419,462,918 Shares in issue.

Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 41,946,291 Shares.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the GEM. 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 the Shareholders.

3. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company’s memorandum and articles of association, the GEM Listing Rules and the applicable laws of the Cayman Islands.

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 accounts contained in the Annual Report for the year ended 31st October, 2005) in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital requirements of the Company or the gearing levels of the Company.

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EXPLANATORY STATEMENT

APPENDIX I

4. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the GEM of the Stock Exchange during each of the twelve months preceding the Latest Practicable Date:–

	Share Prices	Per Share
Month	Highest	Lowest
	HK$	HK$
2005
April	0.153	0.138
May	0.300	0.270
June	0.375	0.355
July	0.370	0.350
August	0.300	0.300
September	0.320	0.315
October	0.280	0.270
November	0.205	0.194
December	–	–
2006
January	0.215	0.215
February	0.202	0.201
March	0.310	0.300
April (up to and including the Latest Practicable Date)	0.300	0.290

5. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, has any present intention to sell any Shares to the Company, if the Repurchase Mandate is approved by the Shareholders.

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

The Company has not been notified by any connected person (as defined in the GEM Listing Rules) that such a person has a present intention to sell, or has undertaken not to sell, any Shares to the Company, if the Repurchase Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX I

If, as a result of a repurchase of the Company’s Share, 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 Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the largest Shareholder, Everproven Limited, a company wholly owned by Mr. Chan Boon Ho, Peter, held 64,090,651 Shares representing approximately 15.28 per cent. of the issued share capital of the Company. In the event that the Directors should exercise in full the power to repurchase its Shares which is proposed to be granted pursuant to the Repurchase Mandate, the shareholding of Everproven Limited in the Company would be increased to approximately 16.98 per cent. of the issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code nor reduce the amount of Shares held by the public to less than 25 per cent.

The Directors are currently not aware of any consequences which will arise under the Takeovers Code as a result of any purchase made under the Repurchase Mandate.

No Shares had been repurchased by the Company, whether on the GEM or otherwise, in the last six months preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

B. A. L. HOLDINGS LIMITED * 變靚 D 控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8079)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2006 Annual General Meeting (the “Meeting”) of B.A.L. Holdings Limited (the “Company”) will be held at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong on Friday, 28th April, 2006 at 12:00 noon for the following purposes:

1. To consider and adopt the Audited Financial Statements and the Reports of the Directors and of the Auditors for the year ended 31st October, 2005.

2. To re-elect the retiring directors and to authorise the Board of Directors to fix the remuneration of the directors.

3. To appoint Grant Thornton as the new auditors of the Company to hold office until the conclusion of the next general meeting and to authorise the Board of Directors to fix their remuneration.

4. To consider and, if thought fit, pass, with or without amendments, 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 of the Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company (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 and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) 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 authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers after the end of the Relevant Period;

• For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (c) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) any Share Option Scheme (as hereinafter defined) of the Company; (iii) the exercise of rights of conversion under the terms of any securities which are convertible into shares of the Company or warrants to subscribe for shares of the Company; or (iv) any scrip dividend or other similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the articles of association of the Company, shall not exceed 20 per cent. of the issued share capital of the Company as at the date of 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 passing of this resolution until whichever is the earliest of:

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

• (ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

• (iii) 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 to be held.

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company on the register of members 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 applicable to the Company); and

“Share Option Scheme” means a share option scheme or similar arrangement for the time being, as varied from time to time, adopted for the grant or issue to officers and/ or employees of the Company and/or any of its subsidiaries and/or other eligible person of shares or rights to acquire shares of the Company.”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

1. To consider and, if thought fit, pass, with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT

• (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase its own shares on the Growth Enterprise Market of 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 of Hong Kong (“the Securities and Futures Commission”) and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the rules and regulations of the Securities and Futures Commission, the Stock Exchange or of other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the share capital 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 issued share capital of the Company as at the date of passing of this resolution; and

• (c) for the purpose 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 revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

  • (iii) 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 to be held.”

• To consider and, if thought fit, pass, with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT conditional upon the passing of Ordinary Resolutions 4 and 5 as set out in the notice convening this Meeting, the general mandate granted to the Directors to allot, issue and deal with additional shares in the capital of the Company pursuant to Ordinary Resolution 4 set out in the notice convening this Meeting be and is hereby extended by the addition thereto the aggregate nominal amount of share capital of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution 5 set out in the notice convening this Meeting 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 passing of this resolution.”

On behalf of the Board Siu York Chee, Doreen Chairperson

Hong Kong 10th April, 2006

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

Principal Place of Business: Room 1401, 14th Floor Guardian House 32 Oi Kwan Road

Wanchai Hong Kong

Notes:

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

• (b) To be valid, the form of proxy together with the power of attorney, or other authority, if any, under which it is signed, or a notarially certified copy thereof, must be deposited at the Company’s Branch Registrar in Hong Kong, Standard Registrars Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or adjournment thereof.

• (c) The directors of the Company as at the date of this notice are Ms. Siu York Chee, Doreen, Chairperson and Mr. Leung Kwok Kui, being Executive Directors, Mr. Lai Tin Ying, Michael, (alias Lai Siu Tin) being Non-Executive Director and Mr. Hung Anckes Yau Keung, Mr. Ko Sin Ming and Dr. Siu Yim Kwan, Sidney, being Independent Non-Executive Directors.

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APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The following Directors are proposed to be re-elected at the AGM:

1. Mr. Ko Sin Ming, Independent Non-Executive Director

Mr. Ko, aged 44, was appointed as an Independent Non-Executive Director of the Company on 12th February, 2003. Mr. Ko had been a professional director and producer of television and movie programmes in Asia Television Limited and Television Broadcasts Limited during the period from 1980 to 1992. From 1992, Mr. Ko acted as a producer of various television programmes for media in different countries such as Taiwan, Malaysia and China.

He has no relationship with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company and does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

He has not entered into any service contract with the Company and he is not appointed for a specific term since he is subject to retirement by rotation and re-election in accordance with the articles of association of the Company. He is not entitled to receive any emolument in respect of his directorship in the Company. There is no other matters which need to be brought to the attention of the Company’s shareholders.

1. Mr. Hung Anckes Yau Keung, MBA, Independent Non-Executive Director

Mr. Hung, MBA, aged 54, is a Certified Public Accountant, was appointed as an Independent Non-Executive Director of the Company on 30th October, 2003. Mr. Hung has over 25 years experience in accounting. He is a fellow of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants, a member of the Chartered Institute of Management Accountants and the Certified General Accountants Association, and an overseas non-practising member of the Chinese Institute of Certified Public Accountants. He is also a member of the Certified Fraud Examiners of U.S.A..

He is now the practicing director of KND & Co. CPA Limited, Certified Public Accountants (Practising). He is the Honorary Treasurer of The Overseas CICPA Members Association since the incorporation of the Association. He is also the Visiting Professor of the Research Institute of Economics of the Shenzhen University in China.

He has no relationship with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company.

Mr. Hung has not entered into any service contract with the Company and he is not appointed for a specific term since he is subject to retirement by rotation and re-election in accordance with the articles of association of the Company. He is entitled to receive a director’s fee of HK$50,000 per annum, which is determined by the board of directors of the Company with reference to his duties and responsibilities. There is no other matters which need to be brought to the attention of the Company’s shareholders.

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APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Save as disclosed above, the Company is not aware of any other matters in relation to Mr. Ko Sin Ming and Mr. Hung Anckes Yau Keung that are required to be disclosed pursuant to the GEM Listing Rules 17.50(2)(h) to rule 17.50(2)(v) or any matters that need to be brought to the attention of the holders of securities of the Company in relation to re-election of Mr. Ko Sin Ming and Mr. Hung Anckes Yau Keung as Directors.

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