Wisdomcome Group Holdings Ltd. — Proxy Solicitation & Information Statement 2007

Dec 24, 2007

B.A.L. HOLDINGS LIMITED 變靚D控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8079/8395)

PROXY FORM

Form of proxy for use at the Extraordinary General Meeting to be held on 11 January 2008 at 5:00 p.m.

(and at any adjournment thereof)

I/We (Note 1) , of

being the registered holder(s) of (Note 2)

shares

of HK$0.2 each in capital of B.A.L. Holdings Limited (the “Company”), hereby appoint (Note 3)

of

or failing him, the chairman of

the extraordinary general meeting (the “Meeting”) as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting (and at any adjournment thereof) of the Company to be held at Room 1401, 14/F., Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong on 11 January 2008 at 5:00 p.m. on the undermentioned resolution as indicated below:

		FOR	AGAINST
	ORDINARY RESOLUTION
		(Note 4)	(Note 4)
	To approve the Service Agreement (as defined in the
	circular of the Company dated 27 December 2007) dated
	4 December 2007 entered into between Top Empire Limited
	and Dr. Ho Wai Sun

		FOR	AGAINST
	ORDINARY RESOLUTION
		(Note 4)	(Note 4)
	To approve the Service Agreement (as defined in the
	circular of the Company dated 27 December 2007) dated
	4 December 2007 entered into between Top Empire Limited
	and Dr. Ho Wai Sun

Dated this

day of

. Signature (Note 5)

Notes:

• (1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

• (2) Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

• (3) Please insert the name and address of the proxy appointed in the space provided. If the details of the name and address of the proxy are not completed, the chairman of the Meeting will act as your proxy. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

• (4) IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote(s) at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than the one referred to in the notice convening the Meeting.

• (5) This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney or other person duly authorized.

• (6) In the case of joint holders, the vote(s) of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

• (7) To be valid, this 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, Tricor Standard Limited, 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.

• (8) The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

• (9) Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish and, in such event, this form of proxy shall be deemed to be revoked.

• for identification purpose only