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

Dec 14, 2007

THis CiRCULAR is iMPORTANT AND REQUiREs YOUR iMMEDiATE ATTENTiON

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

if you have sold or transferred all your shares in B.A.L. HOLDINGS LIMITED (the “Company”), you should at once hand this circular to the purchaser or to the bank or stockbroker or other agent through whom the sales was effected for transmission to the purchaser.

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

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)

(1) DisCLOsEABLE TRANsACTiONs: ACQUisiTiON AND DisPOsAL OF PROPERTiEs; AND (2) MAJOR TRANsACTiON: DisPOsAL OF PROPERTY

Financial adviser to B.A.L. Holdings Limited

south China Capital Limited

A notice convening an extraordinary general meeting of the Company to be held on Friday, 11 January 2008 at 4:30 p.m. at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong is set out on pages 32 and 33 of this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s Branch Registrar in Hong Kong, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM, or any adjournment thereof, should you so wish.

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

17 December 2007

* for identification purpose only

CHARACTERISTICS OF GEM

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 of the Stock Exchange 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.

• i -

CONTENTS

	Page
Definitions	1
Letter from the Board 5
Appendix I – Financial information of the Group	20
Appendix II – Valuation report on the First Property 22
Appendix III – General information	25
Notice of EGM 32

• ii -

Definitions

In this circular, the following expressions have the meanings set out below unless the context requires otherwise:

“Acquisition Agreements”	the First Acquisition Agreement, the Second Acquisition
	Agreement, the Third Acquisition Agreement, the Fourth
	Acquisition Agreement and the Fifth Acquisition Agreement
“Acquisitions”	the First Acquisition, the Second Acquisition, the Third Acquisition,
	the Fourth Acquisition and the Fifth Acquisition
“Agreements”	the Acquisition Agreements and the Disposal Agreements
“Articles of Association”	the articles of association of the Company
“associates”	has the same meaning as ascribed to it under the GEM Listing
	Rules
“Company”	B.A.L. Holdings Limited (Stock code: 8079), a company
	incorporated in the Cayman Islands with limited liability, the
	shares of which are listed on GEM
“Director(s)”	the director(s) of the Company
“Disposal Agreements”	the First Disposal Agreement, the Second Disposal Agreement
	and the Third Disposal Agreement
“Disposals”	the First Disposal, the Second Disposal and the Third
	Disposal
“DSL”	Dudley Surveyors Limited, an independent valuer
“EGM”	the extraordinary general meeting of the Company to be held
	on Friday, 11 January 2008, at 4:30 p.m., to consider and, if
	appropriate, to approve the Second Disposal Agreement
“Fifth Acquisition”	the acquisition of the Fifth Property by Top Euro pursuant to
	the Fifth Acquisition Agreement
“Fifth Acquisition Agreement”	the preliminary agreement dated 25 October 2007 entered into
	between the Fifth Vendor and Top Euro for the sale and purchase
	of the Fifth Property
“Fifth Property”	the property located at Unit 09-10, 7/F., Lippo Sun Plaza, 28
	Canton Road, Kowloon

• 1 -

Definitions

“Fifth Vendor”	Master Land (HK) Limited, a company incorporated in Hong
	Kong with limited liability and is an Independent Third Party
“First Acquisition”	the acquisition of the First Property by Top Euro pursuant to
	the First Acquisition Agreement
“First Acquisition Agreement”	the preliminary agreement dated 5 September 2007 entered into
	between the First Vendor and Top Euro for the sale and purchase
	of the First Property
“First Disposal”	the disposal of the Second Property by Top Euro pursuant to
	the First Disposal Agreement
“First Disposal Agreement”	the preliminary agreement dated 10 October 2007 entered into
	between Top Euro and the First Purchaser for the sale and
	purchase of the Second Property
“First Property”	the property located at Units 3305 and 3306, 33/F., Bank of
	America Tower, 12 Harcourt Road, Hong Kong
“First Purchaser”	Stamina Company Limited, a company incorporated in Hong
	Kong with limited liability and is an Independent Third Party
“First Vendor”	New Born Dragon Limited, a company incorporated in Hong
	Kong with limited liability and is an Independent Third Party
“Fourth Acquisition”	the acquisition of the Fourth Property by Top Euro pursuant to
	the Fourth Acquisition Agreement
“Fourth Acquisition Agreement”	the preliminary agreement dated 15 October 2007 entered into
	between the Fourth Vendor and Top Euro for the sale and purchase
	of the Fourth Property
“Fourth Property”	the property located at Unit 1301, 13/F., East Point Centre, 555
	Hennessy Road, Hong Kong
“Fourth Vendor”	Pacific Chest Limited, a company incorporated in Hong Kong
	with limited liability and is an Independent Third Party
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Group”	the Company and its subsidiaries

• 2 -

Definitions

“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Independent Third Party(ies)”	person(s) who or company(ies) together with its/their ultimate
	beneficial owner(s) which, to the best of the Directors’ knowledge,
	information and belief having made all reasonable enquiry, is/are
	third party(ies) independent of the Company and its connected
	person(s)
“Latest Practicable Date”	14 December 2007, being the latest practicable date before the
	printing of this circular for ascertaining certain information for
	the purpose of inclusion in this circular
“Purchasers”	the First Purchaser, the Second Purchaser and the Third
	Purchaser
“Rights Issue”	the rights issue of 237,402,135 rights Shares at HK$0.20 each
	on the basis of one rights Share for every two Shares which was
	announced by the Company on 16 October 2007
“Second Acquisition”	the acquisition of the Second Property by Top Euro pursuant to
	the Second Acquisition Agreement
“Second Acquisition Agreement”	the preliminary agreement dated 7 September 2007 entered
	into between the Second Vendor and Top Euro for the sale and
	purchase of the Second Property
“Second Disposal”	the disposal of the First Property by Top Euro pursuant to the
	Second Disposal Agreement
“Second Disposal Agreement”	the preliminary agreement dated 16 October 2007 entered into
	between Top Euro and the Second Purchaser for the sale and
	purchase of the First Property
“Second Property”	the property located at Unit 1903, 19/F., West Tower, Shun Tak
	Centre, 168-200 Connaught Road Central, Hong Kong
“Second Purchaser”	DJ (Group) Limited, a company incorporated in Hong Kong
	with limited liability and is an Independent Third Party
“Second Vendor”	Link China Investment Limited, a company incorporated in Hong
	Kong with limited liability and is an Independent Third Party
“SFO”	Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong

• 3 -

Definitions

“Shareholder(s)”	the holder(s) of the Shares
“Share(s)”	ordinary share(s) of HK$0.2 each in the share capital of the
	Company
“Sixth Property”	the property located at Unit 505, 5/F., Tower II, Admiralty
	Centre, 18 Harcourt Road, Hong Kong
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Third Acquisition”	the acquisition of the Third Property by Top Euro pursuant to
	the Third Acquisition Agreement
“Third Acquisition Agreement”	the preliminary agreement dated 20 September 2007 entered
	into between the Third Vendor and Top Euro for the sale and
	purchase of the Third Property
“Third Disposal”	the disposal of the Sixth Property by Top Euro pursuant to the
	Third Disposal Agreement
“Third Disposal Agreement”	the preliminary agreement dated 9 November 2007 entered into
	between Top Euro and the Third Purchaser for the sale and
	purchase of the Sixth Property
“Third Property”	the property located at 15/F., Pearl Oriental House, 60 Stanley
	Street, Hong Kong
“Third Purchaser”	Mr. Chan Kin Keung Eugene, being an Independent Third
	Party
“Third Vendor”	Sun Capital International Holdings Limited, a company incorporated
	in Hong Kong with limited liability and is an Independent Third
	Party
“Top Euro”	Top Euro Limited, a company incorporated in Hong Kong with
	limited liability and is an indirect wholly-owned subsidiary of
	the Company
“Vendors”	the First Vendor, the Second Vendor, the Third Vendor, the
	Fourth Vendor and the Fifth Vendor
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“%”	per cent.

• 4 -

LETTER FROM THE BOARD

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:

Ms. Siu York Chee, Doreen

Mr. Leung Kwok Kui

Independent non-executive Directors:

Mr. Hung Anckes Yau Keung, Ph.D, MBA,

FCPA (Practising), FCCA, CICPA, ACMA, CGA Dr. Siu Yim Kwan, Sidney, S.B.St.J.

Mr. Tsui Pui Hung, Walter, LL.B. (Hons), LL.M, BSc (Hons)

Registered office: P.O. Box 309, Ugland House South Church Street, George Town Grand Cayman Cayman Islands Bristish West Indies

Head office and principal place of business in Hong Kong: Room 1401, 14th Floor Guardian House 32 Oi Kwan Road Wanchai, Hong Kong

17 December 2007

To the Shareholder

Dear Sir or Madam,

(1) DISCLOSEABLE TRANSACTIONS: ACQUISITION AND DISPOSAL OF PROPERTIES; AND (2) MAJOR TRANSACTION: DISPOSAL OF PROPERTY

INTRODUCTION

On 27 November 2007, the Company announced that from 5 September 2007 to 25 October 2007, Top Euro, being an indirect wholly-owned subsidiary of the Company, (as purchaser) entered into the Acquisition Agreements with five independent third parties to the Company (as vendors) regarding the acquisition of five properties in Hong Kong.

On even date, the Company also announced that from 10 October 2007 to 9 November 2007, Top Euro (as vendor) and three independent third parties to the Company (as purchasers) entered into the Disposal Agreements regarding the disposal of three properties in Hong Kong, two which are also the subjects of two of the Acquisition Agreements.

* for identification purpose only

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LETTER FROM THE BOARD

The Acquisitions, the First Disposal and the Third Disposal constitute discloseable transactions for the Company under Chapter 19 of the GEM Listing Rules. The Second Disposal constitutes a major transaction for the Company under Chapter 19 of the GEM Listing Rules and is subject to the Shareholders’ approval at the EGM in accordance with Chapter 19 of the GEM Listing Rules. However, pursuant to Rule 19.33 of the GEM Listing Rules, as none of the Shareholders has a material interest in the Second Disposal, no Shareholder is required to abstain from voting for the approval of the Second Disposal.

Since the Vendors are independent from each other as well as that the First Property, the Second Property, the Third Property, the Fourth Property and the Fifth Property are not adjacent to each other, Rule 19.23(1) of the GEM Listing Rules does not apply and the Acquisitions should not be aggregated. In addition, since the Purchasers are independent from each other as well as that the First Property, the Second Property and the Sixth Property are not adjacent to each other, Rule 19.23(1) of the GEM Listing Rules does not apply and the Disposals should not be aggregated.

The purposes of this circular are (i) to provide you with further details of the Agreements and other information as required under the GEM Listing Rules; and (ii) to give you the notice of the EGM.

THE ACQUISITION AGREEMENTS

(1) THE FIRST ACQUISITION AGREEMENT DATED 5 SEPTEMBER 2007

Parties:

Vendor: New Born Dragon Limited, a company incorporated in Hong Kong with limited liability and with principal activity being investment holding. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the First Vendor and its ultimate beneficial owners are Independent Third Parties

Purchaser: Top Euro Limited, being an indirect wholly-owned subsidiary of the Company

Subject: the First Property

Information on the First Property:

The First Property is located at Units 3305 and 3306, 33/F., Bank of America Tower, 12 Harcourt Road, Hong Kong. It is a commercial office located near the Admiralty Mass Transit Railway (“MTR”) station and is vacant currently. The First Property will be delivered to Top Euro upon completion of the First Acquisition Agreement on 18 February 2008. At initial recognition, the First Property has a book value of HK$31,347,200 which equals to the consideration for the First Acquisition; whereas the information on net profits of the First Property is not available from the First Vendor. In addition, the valuation of the First Property was approximately HK$36.7 million as at 30 November 2007.

• 6 -

LETTER FROM THE BOARD

Consideration and payment terms for the First Acquisition:

The consideration for the First Acquisition of HK$31,347,200 has been determined after arm’s length negotiations between the First Vendor and Top Euro by reference to the prevailing market value of similar properties in the commercial market in Admiralty. The Group has financed the consideration for the First Acquisition by internal resources.

The consideration for the First Acquisition is payable to the First Vendor in cash in the following manner:

• (i) an initial deposit in the sum of HK$1,567,360 has been paid by Top Euro upon signing of the First Acquisition Agreement;

• (ii) a further deposit of HK$1,567,360 has been paid by Top Euro on 19 September 2007; and

• (iii) the remaining balance of HK$28,212,480 will be paid by Top Euro upon completion of the First Acquisition Agreement on or before 18 February 2008.

Completion of the First Acquisition Agreement:

Completion of the First Acquisition Agreement will take place on or before 18 February 2008. Immediately upon completion, the First Vendor will deliver the premises of the First Property to Top Euro.

(2) THE SECOND ACQUISITION AGREEMENT DATED 7 SEPTEMBER 2007

Parties:

Vendor: Link China Investment Limited, a company incorporated in Hong Kong with limited liability and with principal activity being investment holding. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Second Vendor and its ultimate beneficial owners are Independent Third Parties

• Purchaser: Top Euro

Subject: the Second Property

• 7 -

LETTER FROM THE BOARD

Information on the Second Property:

The Second Property is located at Unit 1903, 19/F., West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong. It is a commercial office located near the Sheung Wan MTR station and is vacant currently. The Second Property has been delivered to Top Euro upon completion of the Second Acquisition Agreement on 8 November 2007. At initial recognition, the Second Property has a book value of HK$9,207,200 which equals to the consideration for the Second Acquisition; whereas the information on net profits of the Second Property is not available from the Second Vendor.

Consideration and payment terms for the Second Acquisition:

The consideration for the Second Acquisition of HK$9,207,200 has been determined after arm’s length negotiations between the Second Vendor and Top Euro by reference to the prevailing market value of similar properties in the commercial market in Sheung Wan. The Group has financed the consideration for the Second Acquisition by internal resources.

The consideration for the Second Acquisition is payable to the Second Vendor in cash in the following manner:

• (i) an initial deposit in the sum of HK$460,360 has been paid by Top Euro upon signing of the Second Acquisition Agreement;

• (ii) a further deposit of HK$460,360 has been paid by Top Euro on 21 September 2007; and

• (iii) the remaining balance of HK$8,286,480 has been paid by Top Euro upon completion of the Second Acquisition Agreement on 8 November 2007.

Completion of the Second Acquisition Agreement:

Completion of the Second Acquisition Agreement has taken place on 8 November 2007. Immediately upon completion, the Second Vendor has delivered the premises of the Second Property to Top Euro.

• 8 -

LETTER FROM THE BOARD

(3) THE THIRD ACQUISITION AGREEMENT DATED 20 SEPTEMBER 2007

Parties:

Vendor: Sun Capital International Holdings Limited, a company incorporated in Hong Kong with limited liability and with principal activity being investment holding. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Third Vendor and its ultimate beneficial owners are Independent Third Parties

Purchaser: Top Euro

Subject: the Third Property

Information on the Third Property:

The Third Property is located at 15/F., Pearl Oriental House, 60 Stanley Street, Hong Kong. It is a commercial office located in Central and has a tenancy agreement until 28 February 2009 at monthly rental of HK$39,388. The Third Property will be delivered to Top Euro upon completion of the Third Acquisition Agreement on 20 December 2007. At initial recognition, the Third Property has a book value of HK$11,409,360 which equals to the consideration for the Third Acquisition; whereas the information on net profits of the Third Property is not available from the Third Vendor.

Consideration and payment terms for the Third Acquisition:

The consideration for the Third Acquisition of HK$11,409,360 has been determined after arm’s length negotiations between the Third Vendor and Top Euro by reference to the prevailing market value of similar properties in the commercial market in Central. The Group has financed the consideration for the Third Acquisition by internal resources. The consideration for the Third Acquisition is payable to the Third Vendor in cash in the following manner:

• (i) an initial deposit in the sum of HK$570,468 has been paid by Top Euro upon signing of the Third Acquisition Agreement;

• (ii) a further deposit of HK$570,468 has been paid by Top Euro on 4 October 2007; and

• (iii) the remaining balance of HK$10,268,424 will be paid by Top Euro upon completion of the Third Acquisition Agreement on 20 December 2007.

• 9 -

LETTER FROM THE BOARD

Completion of the Third Acquisition Agreement:

Completion of the Third Acquisition Agreement will take place on or before 20 December 2007. Immediately upon completion, the Third Vendor will deliver the premises of the Third Property to Top Euro.

(4) THE FOURTH ACQUISITION AGREEMENT DATED 15 OCTOBER 2007

Parties:

Vendor: Pacific Chest Limited, a company incorporated in Hong Kong with limited liability and with principal activity being investment holding. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Fourth Vendor and its ultimate beneficial owners are Independent Third Parties

Purchaser: Top Euro

Subject: the Fourth Property

Information on the Fourth Property:

The Fourth Property is located at Unit 1301, 13/F., East Point Centre, 555 Hennessy Road, Hong Kong. It is a commercial office located on the Causeway Bay MTR station and has a tenancy agreement until 9 November 2009 at monthly rental of HK$76,788.50. The Fourth Property will be delivered to Top Euro upon completion of the Fourth Acquisition Agreement on 29 February 2008. At initial recognition, the Fourth Property has a book value of HK$21,604,900 which equals to the consideration for the Fourth Acquisition; whereas the information on net profits of the Fourth Property is not available from the Fourth Vendor.

Consideration and payment terms for the Fourth Acquisition:

The consideration for the Fourth Acquisition of HK$21,604,900 has been determined after arm’s length negotiations between the Fourth Vendor and Top Euro by reference to the prevailing market value of similar properties in the commercial market in Causeway Bay. The Group has financed the consideration for the Fourth Acquisition by internal resources.

The consideration for the Fourth Acquisition is payable to the Fourth Vendor in cash in the following manner:

• (i) an initial deposit in the sum of HK$1,067,230 has been paid by Top Euro upon signing of the Fourth Acquisition Agreement;

• (ii) a further deposit of HK$1,093,260 has been paid by Top Euro on 25 October 2007; and

• 10 -

LETTER FROM THE BOARD

• (iii) the remaining balance of HK$19,444,410 will be paid by Top Euro upon completion of the Fourth Acquisition Agreement on 29 February 2008.

Completion of the Fourth Acquisition Agreement:

Completion of the Fourth Acquisition Agreement will take place on or before 29 February 2008. Immediately upon completion, the Fourth Vendor will deliver the premises of the Fourth Property to Top Euro.

• (5) THE FIFTH ACQUISITION AGREEMENT DATED 25 OCTOBER 2007

Parties:

Vendor: Master Land (HK) Limited, a company incorporated in Hong Kong with limited liability and with principal activity being investment holding. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Fifth Vendor and its ultimate beneficial owners are Independent Third Parties

Purchaser: Top Euro

Subject: the Fifth Property

Information on the Fifth Property:

The Fifth Property is located at Office 09-10, 7/F., Lippo Sun Plaza, 28 Canton Road, Kowloon. It is a commercial office located near the Tsim Sha Tsui MTR station and has a tenancy agreement until 31 October 2008 at monthly rental of HK$91,868. The Fifth Property will be delivered to Top Euro upon completion of the Fifth Acquisition Agreement on 1 February 2008. At initial recognition, the Fifth Property has a book value of HK$26,038,000 which equals to the consideration for the Fifth Acquisition; whereas the information on net profits of the Fifth Property is not available from the Fifth Vendor.

Consideration and payment terms for the Fifth Acquisition:

The consideration for the Fifth Acquisition of HK$26,038,000 has been determined after arm’s length negotiations between the Fifth Vendor and Top Euro by reference to the prevailing market value of similar properties in the commercial market in Tsim Sha Tsui. The Group has financed the consideration for the Fifth Acquisition by internal resources.

• 11 -

LETTER FROM THE BOARD

The consideration for the Fifth Acquisition is payable to the Fifth Vendor in cash in the following manner:

• (i) an initial deposit in the sum of HK$770,000 has been paid by Top Euro upon signing of the Fifth Acquisition Agreement;

• (ii) a further deposit of HK$1,833,800 has been paid by Top Euro on 8 November 2007; and

• (iii) the remaining balance of HK$23,434,200 will be paid by Top Euro upon completion of the Fifth Acquisition Agreement on 1 February 2008.

Completion of the Fifth Acquisition Agreement:

Completion of the Fifth Acquisition Agreement will take place on or before 1 February 2008. Immediately upon completion, the Fifth Vendor will deliver the premises of the Fifth Property to Top Euro.

FINANCIAL EFFECT OF THE ACQUISITIONS

The Acquisitions will not have any impact on the net assets position of the Group. The total assets of the Group are expected to increase by approximately HK$99,600,000 (being the total considerations for the Acquisitions) which will be offset by a decrease of the Group’s bank balance and an increase of its current liabilities. After the completion of the Acquisitions, the Third Property, the Fourth Property and the Fifth Property will generate a total rental income of approximately HK$2,496,000 per year to the Group. The Directors consider that the Acquisitions will have a positive effect on the Group’s earnings by providing a steady income source to the Group from rental income.

THE DISPOSAL AGREEMENTS

(1) THE FIRST DISPOSAL AGREEMENT DATED 10 OCTOBER 2007

Parties:

Vendor: Top Euro

Purchaser: Stamina Company Limited, a company incorporated in Hong Kong with limited liability and with principal activity being investment holding. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the First Purchaser and its ultimate beneficial owners are Independent Third Parties

Subject: the Second Property

• 12 -

LETTER FROM THE BOARD

Information on the Second Property:

As aforementioned, the Second Property is located at Unit 1903, 19/F., West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong. It is a commercial office located near the Sheung Wan MTR station and is vacant currently. The Second Property has been delivered to the First Purchaser upon completion of the First Disposal Agreement on 8 November 2007. At initial recognition, the Second Property has a book value of HK$9,207,200 which equals to the consideration for the Second Acquisition; whereas the information on net profits of the Second Property is not available from the Second Vendor.

Consideration and payment terms for the First Disposal:

The consideration for the First Disposal of HK$10,290,400 has been determined after arm’s length negotiations between Top Euro and the First Purchaser by reference to the prevailing market value of similar properties in the commercial market in Sheung Wan.

The consideration for the First Disposal is payable to Top Euro in cash in the following manner:

• (i) an initial deposit in the sum of HK$514,520 has been paid by the First Purchaser upon signing of the First Disposal Agreement;

• (ii) a further deposit of HK$514,520 has been paid by the First Purchaser on 23 October 2007; and

• (iii) the remaining balance of HK$9,261,360 has been paid by the First Purchaser upon completion of the First Disposal Agreement on 8 November 2007.

Completion of the First Disposal Agreement:

Completion of the First Disposal Agreement has taken place on 8 November 2007. Immediately upon completion, Top Euro has delivered the premises of the Second Property to the First Purchaser.

Use of proceeds from the First Disposal:

The net proceeds from the First Disposal amounting to approximately HK$10,128,944 will be applied by the Group for acquisition of other suitable properties for opening of the Group’s medical centre or property investment and the remaining as general working capital. As at 30 April 2007, the Company’s cash and cash equivalents were approximately HK$39,669,000 according to the interim report of the Company for the six months ended 30 April 2007.

• 13 -

LETTER FROM THE BOARD

Gain on the First Disposal:

As a result of the First Disposal, it is estimated that the Group will record an unaudited gain on the First Disposal of approximately HK$921,744 (being the consideration for the First Disposal less the costs of purchase of the Second Property and other expenses in relation to the First Disposal) for the year ending 31 October 2008.

(2) THE SECOND DISPOSAL AGREEMENT DATED 16 OCTOBER 2007

Parties:

Vendor: Top Euro

• Purchaser: DJ (Group) Limited, a company incorporated in Hong Kong with limited liability and with principal activity being investment holding. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Second Purchaser and its ultimate beneficial owners are Independent Third Parties

Subject: the First Property

Information on the First Property:

As aforementioned, the First Property is located at Units 3305 and 3306, 33/F., Bank of America Tower, 12 Harcourt Road, Hong Kong. It is a commercial office located near the Admiralty MTR station and is vacant currently. The First Property will be delivered to the Second Purchaser upon completion of the Second Disposal Agreement on 18 February 2008. At initial recognition, the First Property has a book value of HK$31,347,200 which equals to the consideration of the First Acquisition; whereas the information on net profits of the First Property is not available from the First Vendor. In addition, the valuation of the First Property was HK$36.7 million as at 30 November 2007.

Consideration and payment terms for the Second Disposal:

The consideration for the Second Disposal of HK$36,735,000 has been determined after arm’s length negotiations between the Second Purchaser and Top Euro by reference to the prevailing market value of similar properties in the commercial market in Admiralty.

The consideration for the Second Disposal is payable to Top Euro in cash in the following manner:

• (i) an initial deposit in the sum of HK$1,800,000 has been paid by the Second Purchaser upon signing of the Second Disposal Agreement;

• (ii) a further deposit of HK$1,873,500 has been paid by the Second Purchaser on 30 October 2007; and

• 14 -

LETTER FROM THE BOARD

• (iii) the remaining balance of HK$33,061,500 will be paid by the Second Purchaser upon completion of the Second Disposal Agreement on 18 February 2008.

Completion of the Second Disposal Agreement:

Completion of the Second Disposal Agreement will take place on or before 18 February 2008. Immediately upon completion, Top Euro will deliver the premises of the First Property to the Second Purchaser.

There is no condition precedent under the Second Disposal Agreement. Nevertheless, as the Second Disposal is subject to the Shareholders’ approval at the EGM, Top Euro may have to breach the Second Disposal Agreement if the resolution regarding the Second Disposal is not passed at the EGM and the Company does not proceed with the Second Disposal Agreement.

Use of proceeds from the Second Disposal:

The net proceeds from the Second Disposal amounting to approximately HK$36,323,528 will be applied by the Company for acquisition of other suitable properties for opening of the Group’s medical centre or property investment and the remaining as general working capital.

Gain on the Second Disposal:

As a result of the Second Disposal, it is estimated that the Group will record an unaudited gain on the Second Disposal of approximately HK$4,976,328 (being the consideration for the Second Disposal less the costs of purchase of the First Property and other expenses in relation to the Second Disposal) for the year ending 31 October 2008.

(3) THE THIRD DISPOSAL AGREEMENT DATED 9 NOVEMBER 2007

Parties:

Vendor: Top Euro

Purchaser: Mr. Chan Kin Keung, Eugene. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Third Purchaser is Independent Third Party

Subject: the Sixth Property

• 15 -

LETTER FROM THE BOARD

Information on the Sixth Property:

The Sixth Property is located at Unit 505, 5/F., Tower II, Admiralty Centre, 18 Harcourt Road, Hong Kong. It is a commercial office located near the Admiralty MTR station and has a tenancy agreement until 30 September 2008 at monthly rental of HK$25,947. The Sixth Property will be delivered to the Third Purchaser upon completion of the Third Disposal Agreement on 7 January 2008. At initial recognition, the Sixth Property has a book value of HK$6,800,000 which equals to the costs of purchase of the Sixth Property. Since the Sixth Property was purchased on 6 September 2007, the information on net profits of the Sixth Property (including the rental income of the Sixth Property in the past two years) is not available from the relevant vendor.

Consideration and payment terms for the Third Disposal:

The consideration for the Third Disposal of HK$8,649,000 has been determined after arm’s length negotiations between the Third Purchaser and Top Euro by reference to the prevailing market value of similar properties in the commercial market in Admiralty.

The consideration for the Third Disposal is payable to Top Euro in cash in the following manner:

• (i) an initial deposit in the sum of HK$430,000 has been paid by the Third Purchaser upon signing of the Third Disposal Agreement;

• (ii) a further deposit of HK$434,900 has been paid by the Third Purchaser on 23 November 2007; and

• (iii) the remaining balance of HK$7,784,100 will be paid by the Third Purchaser upon completion of the Third Disposal Agreement on 7 January 2008.

Completion of the Third Disposal Agreement:

Completion of the Third Disposal Agreement will take place on or before 7 January 2008. Immediately upon completion, Top Euro will deliver the premises of the Sixth Property to the Third Purchaser.

Use of proceeds from the Third Disposal:

The net proceeds from the Third Disposal amounting to approximately HK$8,527,675 will be applied by the Company for acquisition of other suitable properties for opening of the Group’s medical centre or property investment and the remaining as general working capital.

• 16 -

LETTER FROM THE BOARD

Gain on the Third Disposal:

As a result of the Third Disposal, it is estimated that the Group will record an unaudited gain on the Third Disposal of approximately HK$1,727,675 (being the consideration for the Third Disposal less the costs of purchase of the Sixth Property and other expenses in relation to the Third Disposal) for the year ending 31 October 2008.

FINANCIAL EFFECT OF THE DISPOSALS

As mentioned in the foregoing, gains before tax of approximately HK$921,744, HK$4,976,328 and HK$1,727,675 respectively are expected to be recorded from the First Disposal, the Second Disposal and the Third Disposal respectively. Accordingly, the Disposals will lead to a total gain before tax of approximately HK$7,625,747 to the Group. For this reason, the Group’s net assets will also be increased by the same amount.

REASON FOR THE ACQUISITIONS AND THE DISPOSALS

The Company is principally engaged in the retails of beauty products in Hong Kong and the provision of beauty services in Hong Kong, Macau and China. Since the property market in Hong Kong has been active recently, the Directors are of the view that investing in the property market may also be a good strategic plan of the Company in the future even though the Company’s principal business does not involve purchase and sales of properties.

The Acquisitions allow the Company to reserve for premises for the potential opening of the new medical centre, non-surgical centre or office of the Group. Currently, the First Property and the Second Property are vacant while the Third Property, the Fourth Property, the Fifth Property are occupied by their respective tenants, and the Company will use those premises for the Group’s new medical centre, non-surgical centre or office as and when necessary. Given that the rental price for commercial premise in Hong Kong has been rising recently, the Acquisitions will save the rental expenses for the Group in the long run. Having also considered the recent active sentiment of the property market in Hong Kong, the Directors are of the view that the Disposals provide good opportunities for the Group to realize immediate gains and to contribute to the existing cash flow of the Group. Save and except for the Sixth Property which is occupied by its tenant, all of the disposed properties are currently vacant. Given that (i) the Acquisitions allow the Company to reserve for premises for the potential opening of the new medical centre, non-surgical centre or office of the Group; (ii) the Acquisitions will save the rental expenses for the Group in the long run; and (iii) the Disposals provide good opportunities for the Group to realize immediate gains and to contribute to the existing cash flow of the Group, the Directors consider that the terms of the Agreements are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

• 17 -

LETTER FROM THE BOARD

GEM LISTING RULES IMPLICATIONS

As the applicable percentage ratios set out in Rule 19.06 of the GEM Listing Rules with respect to the Acquisitions and the Disposals (save and except for the Second Disposal) exceed 5% but are not more than 25%, the Acquisitions and the Disposals (save and except for the Second Disposal) constitute discloseable transactions for the Company under Chapter 19 of the GEM Listing Rules. Moreover, as the applicable percentage ratios in Rule 19.06 of the GEM Listing Rules with respect to the Second Disposal exceed 25% but are not more than 75%, the Second Disposal constitutes a major transaction for the Company under Chapter 19 of the GEM Listing Rules.

Since the Vendors are independent from each other as well as that the First Property, the Second Property, the Third Property, the Fourth Property and the Fifth Property are not adjacent to each other, Rule 19.23(1) of the GEM Listing Rules does not apply and the Acquisitions should not be aggregated. In addition, since the Purchasers are independent from each other as well as that the First Property, the Second Property and the Sixth Property are not adjacent to each other, Rule 19.23(1) of the GEM Listing Rules does not apply and the Disposals should not be aggregated.

EGM

A notice convening an extraordinary general meeting of the Company to be held on Friday, 11 January 2008 at 4:30 p.m. at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong is set out on pages 32 and 33 of this circular for the purpose of considering and, if thought fit, passing the ordinary resolution in respect of the Second Disposal Agreement. Pursuant to Rule 19.33 of the GEM Listing Rules, as none of the Shareholders has a material interest in the Second Disposal, no Shareholder is required to abstain from voting for the approval of the Second Disposal.

A form of proxy for the EGM is enclosed with this circular. Whether or not you intend to be present at the EGM, you are requested to complete the form of proxy and return it to the office of the Company’s branch share registrar in Hong Kong, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof if you so wish.

• 18 -

LETTER FROM THE BOARD

PROCEDURES FOR DEMANDING A POLL

Pursuant to article 80 of the Articles of Association, at any general meeting 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 or otherwise required under the GEM Listing Rules. A poll may be demanded by:

• (a) the Chairman of the meeting; or

• (b) at least five members present in person (or, in the case of a member being a corporation, by its duly authorized representative) or by proxy and entitled to vote; or

• (c) any member or members present in person (or, in the case of a member being a corporation, by its duly authorized representative) 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, in the case of a member being a corporation, by its duly authorized representative) 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; or

• (e) if required by the GEM Listing Rules, by the Chairman of such meeting and/or Directors who, individually or collectively, hold proxies in respect or shares representing five per cent (5%) or more of the total voting rights at such meeting.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the Second Disposal is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of the relevant resolution to be proposed at the EGM.

ADDITIONAL INFORMATION

Your attention is also drawn to the valuation report on the First Property, the financial and other information as set out in Appendices I to III to this circular.

On order of the Board B.A.L. Holdings Limited Siu York Chee Director

• 19 -

FINANCIAL INFORMATION OF ThE GROuP

APPENDIX I

1. INDEBTEDNESS STATEMENT

As at the close of business on 31 October 2007 (being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular), the Group had outstanding indebtedness of approximately HK$99.3 million. The indebtedness comprised borrowings from financial institutions of approximately HK$98.6 million and loans from minority shareholders of approximately HK$0.7 million.

The Group’s borrowings from financial institutions were unsecured, interest bearing at rates ranging from 5.65% to 6.70% per annum as at 31 October 2007 and repayable on demand. The loans from minority shareholders were unsecured, interest free and repayable on demand.

During the course of business, the Group has received small claims totalling HK$20,800 filed at Hong Kong Small Claims Tribunal in respect of matters concerned with the provision of beauty services. The Directors are of the opinion that such claims have no material financial impact to the Group.

As at the close of business on 31 October 2007, the Company had executed corporate guarantees to third parties with respect to operating leases of approximately HK$1.0 million and advertising contracts of certain subsidiaries of approximately HK$0.5 million.

Save as aforesaid, and apart from intra-group liabilities, the Group did not have any outstanding mortgages, charges, debentures, loan capital, debt securities, term loans and overdrafts or other similar indebtedness, finance lease or hire purchase commitment, liabilities under acceptance (other than normal trade bills) or acceptance credits, other borrowings or indebtedness in the nature of borrowings or any guarantees or other material contingent liabilities as at the close of business on 31 October 2007.

As at the Latest Practicable Date, the Directors were not aware of any material change in respect of the indebtedness or other contingent liabilities of the Group since 31 October 2007.

2. FINANCIAL AND TRADING PROSPECTS OF ThE GROuP

As stated in the Company’s annual report for the year ended 31 October 2006, the Group’s audited consolidated turnover was amounted to approximately HK$146 million, representing an increase of approximately 44% as compared to the prior year while the Group’s audited consolidated net profit after tax for the year ended 31 October 2006 was approximately HK$17 million.

As disclosed in the Company’s unaudited third quarterly report for the nine months ended 31 July 2007, the Group’s unaudited consolidated turnover was approximately HK$126 million, representing an increase of approximately 14% as compared to the corresponding period in 2006 while the Group’s unaudited net profit before tax for the nine months ended 31 July 2007 was approximately HK$19 million.

• 20 -

FINANCIAL INFORMATION OF ThE GROuP

APPENDIX I

Regarding the medical beauty centre business which was introduced by the management of the Company in 2006, during the nine months ended 31 July 2007, revenue from this business had increased by approximately 650% as compared to the corresponding period in 2006. During the year 2007, the Group had also established business with a famous Thailand hospital which has extensive experience in a wide range of surgical services including cosmetic plastic surgery. The Group’s clients now can choose to perform their surgery either in Hong Kong, Korea or Thailand freely. The management of the Company had also relocated a medical centre from Wanchai to Causeway Bay in order to cope with the future demand of the existing clients of the beauty centre.

In view of the decline in the body slimming business, the Group will be seeking new business opportunities when conditions justify.

3. WORKING CAPITAL

The Directors, after due and careful consideration, are of the opinion that, after taking into account the internal financial resources, the cash flows to be generated from the operating activities and the estimated net proceeds of the Rights Issue to be received if the Rights Issue becomes unconditional, the Group will have sufficient working capital for at least twelve months from the date of this circular.

• 21 -

VALUATION REPORT ON THE FIRST PROPERTY

APPENDIX II

==> picture [54 x 54] intentionally omitted <==

Dudley Surveyors Limited 9/F., Siu Ying Commercial Building 153 Queen’s Road Central Hong Kong

Date: 30 November 2007

The Directors

B.A.L. Holdings Limited Room 1401, 14th Floor Guardian House 32 Oi Kwan Road

Wanchai Hong Kong

Dear Sirs,

Re: Units 3305 and 3306, 33/F., Bank of America Tower 12 Harcourt Road, Hong Kong

In accordance with your instruction for us to assess the Current Market Value of the property interest of B.A.L. Holdings Limited (the “Company”) and its subsidiaries (together referred to as the “Group”) in Hong Kong as at today’s date for disposal purposes, we confirm that we have made relevant enquiries and obtained such further information as we consider necessary for providing you (the Group) with our opinion of the property interest.

Our valuation of the concerned property has been based on the Market Value which is defined as “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.”

Our valuation has been made on the assumption that the owner sells the property interest in the open market in its existing state without the benefit of deferred terms contracts, leasebacks, joint ventures, management agreement or any similar arrangement which could serve to affect the value of the property interest.

In forming our opinion of the Market Value of the property interest, we have adopted the Direct Comparison Approach assuming sale of the property interest in its existing state by making reference to the recent transactions of similar premises in the proximity.

We have inspected the exterior and, where possible, the interior of the property. However, no structural survey has been made, but in the course of our inspection, we did not note any serious defect. We are not, however, able to report that the property is free from rot, infestation or any other defect nor were any tests carried out on any of the services.

• 22 -

VALUATION REPORT ON THE FIRST PROPERTY

APPENDIX II

We have not been provided with copies of title documents relating to the property but we have caused searches to be made at the Land Registry. However, we have not inspected the original documents to verify the ownership or to ascertain the existence of any amendment which does not appear on the copies of title documents obtained by us. We are not in position to advise you on the title to the property.

We have relied to a considerable extent on information given by your Group and have accepted advice given to us on such matters as the property to be valued, planning approvals or statutory notices, easements, tenure, occupation, tenancy schedule, rentals, site and floor areas, attributable interests and all other relevant matters. Dimensions, measurements and areas included in this valuation certificate are based on information contained in the documents and leases provided to us and are therefore approximations only. We have not at this stage verified the correctness of such areas so provided.

No allowance has been made in our report for any charges, mortgages or amounts owing on the property nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property is free from encumbrances, restrictions and outgoings of an onerous nature which could affect the Market Value.

In valuing the property interest, we have complied with all the requirements contained in Chapter 8 of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited and The HKIS Valuation Standards on Properties (1st Edition 2005) published by the Hong Kong Institute of Surveyors.

Our valuation is shown in the valuation certificate as attached.

Yours faithfully, For and on behalf of

Dudley Surveyors Limited Brian W.K. LI

B.Sc. (Est. Man.), MRICS, MHKIS

Registered Professional Surveyor (GP) Director

Note: Brian W.K. Li is a Chartered Surveyor and a China Institute of Real Estate Appraiser and Agent, who has over 26 years’ of experience in valuation of properties in Hong Kong, Macau and the PRC.

• 23 -

VALUATION REPORT ON THE FIRST PROPERTY

APPENDIX II

VALUATION CERTIFICATE

Property held by the Group for owner occupation

Property

Description and Tenure

Particulars of Occupancy

Current Market Value In its Existing State

Units 3305 and 3306, 33/F., Bank of America Tower, 12 Harcourt Road, Hong Kong

The property is a 33storey office building erected above a 6-storey podium (including one-level of basement) with shopping and car parking facilities provided within the podium. The building is of reinforced concrete construction completed in 1975.

The property is currently vacant. As advised by the Group, the subject property was intended for owner occupation.

HK$36,700,000

A total of 15,457/123,987th of 140/10,000th shares of and in Inland Lot No. 8294

The property comprises two adjoining office units on the 33rd floor with a total saleable area of 153.2 sq.m. (1,649 sq.ft.) or thereabouts.

The property is held under Conditions of Sale No. UB10225 for a term of 75 years renewable for 75 years commencing from 29 September 1972.

The Government rent payable for the subject lot is HK$8,306.00 per annum.

Notes:

• 1) The registered owner of the property is Eastern Pacific Corporation Limited vide Assignment Memorial No. UB6698294 dated 5 July 1996 registered in the Land Registry.

• 2) Deeds Pending Registration: The property is subject to an Agreement For Sub-Sale and Purchase in favour of Top Euro Limited, a wholly-owned subsidiary of B.A.L. Holdings Limited, vide Memorial No. 07110600180148 dated 29 October 2007.

• 3) The property is zoned as “Commercial” under Central District Outline Zoning Plan No. S/H4/12.

• 24 -

GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this circular is accurate and complete in all material respects and is not misleading; (2) there are no other matters the omission of which would make any statement in this circular misleading; and (3) 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.

2. DISCLOSURE OF INTERESTS

• (i) Interests and short positions of the Directors or chief executives in the Shares, underlying shares and debentures of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the Shares, underlying Shares and debentures of the Company and its associated corporations (within the meaning of part XV of the SFO), which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the Directors to be notified to the Company and the Stock Exchange were as follows:

(a) Long positions in the Shares

			Approximate
			percentage of
Name	Type of interest	No. of Shares	interest
Mr. Leung Kwok Kui	Personal	1,354,772	0.29%
Ms. Siu York Chee	Personal	4,772	0.00%

• (b) Long positions in underlying shares of equity derivatives of the Company

As at the Latest Practicable Date, none of the Directors had long position in underlying shares of equity derivatives of the Company.

• 25 -

GENERAL INFORMATION

APPENDIX III

• (c) Short positions in the Shares and the underlying shares of equity derivatives of the Company

As at Latest Practicable Date, none of the Directors had short position in the Shares or underlying shares of equity derivatives of the Company.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interest or short position in the Shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including any interests and short positions which he/she was taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register maintained by the Company referred to therein, or which were required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules, to be notified to the Company and the Stock Exchange.

(ii) Interests and short positions of substantial Shareholders in the Shares, underlying shares and debentures of the Company and its associated corporations

As at the Latest Practicable Date, the interests of the Shareholders in the Shares and underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were notified to the Company and the Stock Exchange pursuant to Divisions 2 and 3 of Part XV of the SFO and required to be entered in the register maintained by the Company pursuant to section 336 of the SFO were as follows:

• (a) Long positions in the Shares

So far as the Directors are aware of, save as disclosed herein, no persons had long positions in the Shares or underlying shares of equity derivatives of the Company as at the Latest Practicable Date.

• (b) Short positions in the Shares, underlying shares of equity derivatives of the Company

So far as the Directors are aware of no persons had short position in the Shares or underlying shares of equity derivatives of the Company as at the Latest Practicable Date.

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any other person who had an interest or short position in the Shares or underlying shares or debentures of the Company which would fall to be disclosed under Divisions 2 and 3 of Part XV of the SFO, or who was interested in 5% or more of the nominal value of any class of share capital, or options in respect of such capital, carrying rights to vote in all circumstances at general meetings of the Company.

• 26 -

GENERAL INFORMATION

APPENDIX III

(iii) Interests in assets of the Group

Up to the Latest Practicable Date, none of the Directors had any direct or indirect material interest in any assets which have been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any members of the Group since 31 October 2006, being the date to which the latest published audited financial statements of the Company were prepared.

(iv) Interests in contracts of the Company

None of the Directors was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date which was significant in relation to the business of the Group taken as a whole.

(v) Interests in competing business

As at the Latest Practicable Date, none of the Directors or the management shareholders of the Company and their respective associates had an interest in a business which competes or may compete with the business of the Group or had any other conflict of interest which any such person had or might have with the Group pursuant to Rule 11.04 of the GEM Listing Rules.

3. SERVICE CONTRACTS

Each of Ms. Siu York Chee and Mr. Leung Kwok Kui has entered into a service contract with Company. Their appointments are for a term of five (5) years commencing from 1 September 2004 and shall continue thereafter for a successive term of one (1) year unless and until termination in accordance with the terms of the service contract. Each of Ms. Siu York Chee and Mr. Leung Kwok Kui receives a remuneration of HK$50,000 and HK$30,000 per month under their respective service contract with the Company. Save as disclosed herein, none of the Directors has any existing or proposed service contract (excluding contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation)) with any member of the Group.

4. LITIGATION

As at the Latest Practicable Date, the Group was not engaged in any litigation or arbitration of material importance and no litigation or claims of material importance is known to the Directors to be pending or threatened by or against the Company.

• 27 -

GENERAL INFORMATION

APPENDIX III

5. EXPERT AND CONSENT

The following is the qualifications of the expert who has given opinion or advice which is contained in this circular:

Name

Qualification

DSL Professional surveyors and valuers

As at the Latest Practicable Date, DSL did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

DSL has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its report and/or reference to its name in the form and context in which they are included.

As at the Latest Practicable Date, DSL did not have any direct or indirect interests in any assets which have been, since 31 October 2006 (the date to which the latest published audited accounts of the Group were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

6. MATERIAL CONTRACTS

The following contracts, not being contracts in the ordinary course of business of the Group, have been entered into by members of the Group, within the two years preceding the date of this circular and are or may be material:

• (a) a subscription agreement dated 10 May 2006 entered into between the Company and PMA Capital Management Limited as agent on behalf of Diversified Asian Strategies Fund, Asian Diversified Total Return Limited Duration Company and PMA Asian Opportunities Fund (the “Subscribers”) in relation to the subscription of 42,000,000 Shares by the Subscribers;

• (b) a subscription agreement dated 1 March 2007 entered into among the Company and Fok Siu Wing, Chan Wing Lok, Leung Ngok and Lei Hong Wai (the “Share Subscribers”) in relation to the subscription of 69,600,000 Shares by the Share Subscribers;

• (c) a subscription agreement dated 1 March 2007 entered into between the Company and Siu York Chee in relation to the subscription of 41,800,000 Shares;

• 28 -

GENERAL INFORMATION

APPENDIX III

• (d) a shareholders’ agreement dated 27 April 2007 entered into among First Holdings Consortium Limited. (“First Holdings”), Nutriplus Cosmetics International Limited (“Nutriplus”) and other subscribers other than Nutrplus and Win Action Limited in relation to the subscription of 3,205,129 shares in the issued share capital of First Holdings by Nutriplus;

• (e) a top-up placing and subscription agreement dated 18 July 2007 entered into among Siu York Chee, Everproven Limited and Kingston Securities Limited in relation to the placing of 101,000,000 Shares by Siu York Chee and Everproven Limited and the subscription of 101,000,000 Shares;

• (f) a placing agreement dated 24 August 2007 entered into between the Company and Kingston Securities Limited in relation to the placing of 270,000,000 Shares; and

• (g) an underwriting agreement dated 16 October 2007 entered into between the Company, Kingston Securities Limited and Heavenly Blaze Limited in relation to the Rights Issue.

7. GENERAL

• (a) The registered address of the Company is at P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies.

• (b) The head office and principal place of business of the Company in Hong Kong is at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong.

• (c) The share registrar and transfer agent of the Company in Hong Kong is Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (d) The Company established an audit committee in October 2001 with terms and reference in compliance with the GEM Listing Rules (the “Audit Committee”). The primary duties of the Audit Committee are to review the annual report and accounts, interim reports and quarterly reports of the Company and internal control system of the Company. The Audit Committee comprises three members, including one independent non-executive Director who possesses the appropriate professional qualifications or accounting or related financial management expertise. Details of the members of the Audit Committee are set out below.

• 29 -

GENERAL INFORMATION

APPENDIX III

Mr. HUNG Anckes Yau Keung (“Mr. Hung”) , Ph.D, MBA, FCPA (Practising), CICPA, ACMA, CGA, aged 55, a Certified Public Accountant, Chairman of the Audit Committee, was appointed as an independent non-executive Director of the Company in October 2003, Mr. Hung has over 25 years experience in accounting. Mr. Hung 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 nonpractising member of the Chinese Institute of Certified Public Accountants.

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

Dr. SIU Yim Kwan, Sidney (“Dr. Siu”) , S.B.St.J., aged 61, member of the Audit Committee, was appointed as an independent non-executive director of the Company in December 2004. Dr. Siu holds a doctorate degree in Business Management from Armstrong University in the United States. Dr. Siu is the non-executive director of Wang On Group Limited, a listed company in Hong Kong since November 1993.

Dr. Siu is a director of The Association of The Directors & Former Directors of Pok Oi Hospital Limited, Bright China Foundation Limited and Chiu Yang Residents Association of Hong Kong Limited, those companies are non-profitable association and providing community services in Hong Kong.

Dr. Siu is also a director of The Hong Kong Tae Kwon Do Association Limited, a sport association in Hong Kong and also an executive member of a number of charitable organizations and sports associations.

Mr. Tsui Pui Hung Walter (“Mr. Tsui”) , LL.B. (Hons), LL.M, BSc (Hons), aged 32, member of the Audit Committee, is a practicing solicitor of the High Court of Hong Kong, was appointed as an independent non-executive director of the Company in June 2007. Mr. Tsui holds the degrees of a Master in Laws from University of London, a Bachelor of Laws (with Honours) from Manchester Metropolitan University, a Bachelor of Science (with Honours) from the Chinese University of Hong Kong and a Diploma in translation from the Chinese University of Hong Kong. Mr. Tsui has years of senior management experience and is familiar with internal control issues and regulatory rules of listed company.

• (e) The compliance officer of the Company is Ms. Siu York Chee, Doreen.

• (f) The qualified accountant and the company secretary of the Company is Mr. Lo Gun Yuen, Raymond ( CPA ).

• 30 -

GENERAL INFORMATION

APPENDIX III

• (g) In any event of inconsistency, the English language text of this circular shall prevail over the Chinese language text.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during business hours at the head office and principal place of business in Hong Kong of the Company at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong from the date of this circular up to and including the date of EGM:

• (a) the memorandum and articles of association of the Company;

• (b) the service contracts referred to under the section headed “Service contracts” in this Appendix;

• (c) the material contracts referred to under the section headed “Material contracts” in this Appendix;

• (d) the written consent referred to under the section headed “Expert and consent” in this Appendix;

• (e) the property valuation report and certificate of DSL referred to in Appendix II to this circular;

• (f) the annual reports of the Company for each of the financial years ended 31 October 2005 and 2006, the first quarterly report of the Company for the three months ended 31 January 2007, the interim report of the Company for the six months ended 30 April 2007 and the third quarterly report of the Company for the nine months ended 31 July 2007; and

• (g) this circular.

• 31 -

NOTICE OF EGM

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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“EGM”) of B.A.L. Holdings Limited (the “Company”) will be held on Friday, 11 January 2008 at 4:30 p.m., at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong for the purpose of considering, and if thought fit, passing the following resolution (with or without modifications) as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT:

the Second Disposal Agreement (as defined in the circular of which this notice forms part (the “Circular”)) dated 16 October 2007 entered into between Top Euro Limited and DJ (Group) Limited in relation to disposal of the First Property (as defined in the Circular) (a copy of the Second Disposal Agreement has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) and all the transactions contemplated therein be and they are hereby approved, confirmed and ratified in all respects.”

On order of the Board B.A.L. Holdings Limited Siu York Chee Director

Hong Kong, 17 December 2007

* for identification purpose only

Registered office:

P.O. Box 309, Ugland House South Church Street, George Town Grand Cayman Cayman Islands Bristish West Indies

Head office and principal place of business in Hong Kong: Room 1401, 14th Floor Guardian House 32 Oi Kwan Road Wanchai, Hong Kong

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NOTICE OF EGM

Notes:

1. A shareholder of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Standard Limited, 26th Floor, Tesbury Centre 28 Queen’s Road East, Wan Chai, Hong Kong, not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof.

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

4. As at the date of this notice of EGM, the Board comprises two executive Directors namely Ms. Siu York Chee, Doreen and Mr. Leung Kwok Kui; and three independent non-executive Directors namely Mr. Hung Anckes Yau Keung, Dr. Siu Yim Kwan, Sidney and Mr. Tsui Pui Hung, Walter.

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