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

Oct 29, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in B.A.L. Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected, for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of the 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: 08079)

PROPOSED SHARE CONSOLIDATION

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial adviser to B.A.L. Holdings Limited

A notice convening the extraordinary general meeting of B.A.L. Holdings Limited to be held at 4:30 p.m. on Wednesday, 21 November 2007 at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong is set out on pages 11 to 12 of this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Tricor Standard Limited, 26/F, 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 the holding of the extraordinary meeting or any adjournment thereof. Completion of a form of proxy will not preclude you from attending and voting at the extraordinary general meeting or any adjournment thereof in person if you so wish.

29 October 2007

* for identification purpose only

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FORM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

• i -

DEFINITIONS

In the circular, the following expressions have the following meanings, unless the context requires otherwise:

“Announcement”

the announcement dated 16 October 2007 issued by the Company in relation to, among other things, the Share Consolidation

• “Board”

board of Directors

“Business Day” a day, other than Saturday, on which banks in Hong Kong are open for business

• “CCASS”

the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited

• “Company”

B.A.L. Holdings Limited 變靚D控股有限公司*, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the GEM

• “Consolidated Share(s)” share(s) of HK$0.20 each in the share capital of the Company after the Share Consolidation become effective

• “Director(s)” director(s) of the Company

• “EGM” an extraordinary general meeting of the Company to be held for approving, the Share Consolidation

• “Existing Shares” the 1,899,217,082 existing Shares in issue before the Share Consolidation becoming effective as at the Latest Practicable Date

• “GEM” the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules” the Rules Governing the Listing of Securities on the GEM

• “Group” the Company and its subsidiaries

• “HKSCC” the Hong Kong Securities Clearing Company Limited “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Kingston Securities” Kingston Securities Limited, a licensed corporation to carry on business in type 1 (dealing in securities) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

* for identification purpose only

• 1 -

DEFINITIONS

“Latest Practicable Date”	25 October 2007, being the latest practicable date prior to the
	printing of this circular for ascertaining information contained
	in this circular
“Registrar”	Tricor Standard Limited of 26/F, Tesbury Centre, 28 Queen’s
	Road East, Wanchai, Hong Kong, the Company’s Hong Kong
	branch share registrar
“Share(s)”	ordinary share(s) of HK$0.05 each in the share capital of the
	Company
“Share Consolidation”	the proposed consolidation of every four Existing Shares of
	HK$0.05 each in the issue and unissued share capital of the
	Company into one Consolidated Share of HK$0.20 each in the
	issued and unissued share capital in the Company
“Share Options”	the 72,632,170 share options to subscribe for Shares granted
	under the Share Option Scheme before the Share Consolidation
	becoming effective
“Share Option Scheme”	the share option scheme adopted by the Company on 24 September
	2001
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

• 2 -

EXPECTED TIMETABLE

Set out below is an indicative timetable for the implementation of the Share Consolidation. The timetable is subject to the results of the EGM. The Company will notify the Shareholders of any changes to the expected timetable by way of announcement(s) as and when appropriate.

2007 EGM circular to be despatched on or before . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 29 October Latest time for return of form of proxy in respect of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. Monday, 19 November EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. Wednesday, 21 November Effective time and date of Share Consolidation . . . . . . . . . . . . . . 9:30 a.m. Thursday, 22 November Dealings in Consolidated Shares commence. . . . . . . . . . . . . . . . . 9:30 a.m. Thursday, 22 November Original counter for trading in Existing Shares in existing share certificates in board lots of 20,000 Existing Shares temporarily closes . . . . . . . . . . . . . . . . 9:30 a.m. Thursday, 22 November Temporary counter for trading in board lots of 5,000 Consolidated Shares (in the form of existing share certificates) opens . . . . . . . . . . . 9:30 a.m. Thursday, 22 November First day of free exchange of existing share certificates for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 22 November Designated broker starts to stand in the market to provide matching services for sale and purchase of odd lots of Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . Thursday, 22 November Original counter for trading in Consolidated Shares in board lots of 20,000 Consolidated Shares (only new certificates for the Consolidated Shares can be traded at this counter) re-opens . . . . . . . . . . . . . . . . . . . . 9:30 a.m. Thursday, 6 December Parallel trading commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. Thursday, 6 December Temporary counter for trading in board lots of 5,000 Consolidated Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. Monday, 31 December

• 3 -

EXPECTED TIMETABLE

Parallel trading in Consolidated Shares

(in the form of new share certificates for Consolidated Shares and existing share certificates) ends . . . . . . . . . . . . . . . . 4:00 p.m. Monday, 31 December

Designated broker ceases to stand in the market

to provide matching services for sale and purchase

of odd lots of Consolidated Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 31 December

2008

Last day for free exchange of the existing share

certificates for new share certificates for the Consolidated Shares . . . . . . . . . . .Friday, 4 January

Note: All times in this announcement refer to Hong Kong times.

• 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: 08079)

Executive Directors: Ms. Siu York Chee

Mr. Leung Kwok Kui

Independent Non-executive Directors:

Mr. Hung Anckes Yau Keung

Registered Office: Ugland House P.O. Box 309, George Town Grand Cayman Cayman Islands British West Indies

Dr. Siu Yim Kwan, Sidney

Mr. Walter Tsui Pui Hung

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

29 October 2007

To the Shareholders and, for information only,

• the holders of the Options

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

On 16 October 2007, the Company announced that the Board proposes that every four (4) issued and unissued Existing Shares be consolidated into one (1) Consolidated Share subject to Shareholders’ approval at the EGM.

The purpose of this circular is to provide you with further information regarding, among other things, (i) the Share Consolidation; and (ii) the notice convening the EGM.

PROPOSED SHARE CONSOLIDATION

The Board proposes that every four (4) issued and unissued Existing Shares be consolidated into one (1) Consolidated Share.

• for identification purpose only

• 5 -

LETTER FROM THE BOARD

As at the Latest Practicable Date, the authorised share capital of the Company is HK$300,000,000 divided into 6,000,000,000 Existing Shares of which 1,899,217,082 Existing Shares have been issued which are fully paid or credited as fully paid. As at the Latest Practicable Date, save for the Options eligible for exercise to subscribe for up to an aggregate of 72,632,170 Existing Shares, there are no other outstanding options, warrants or securities convertible or exchangeable into Shares.

Based on the existing issued share capital of the Company and assuming no further Shares will be issued from the Latest Practicable Date up to date of the implementation of the Share Consolidation, the authorised share capital of the Company will remain at HK$300,000,000 but divided into 1,500,000,000 Consolidated Shares of which 474,804,270 Consolidated Shares will be in issue which are fully paid or credited as fully paid following the implementation of the Share Consolidation.

Conditions of the Share Consolidation

The implementation of the Share Consolidation is conditional upon:

• (i) the passing of the resolution by the Shareholders to approve the Share Consolidation at the EGM; and

• (ii) the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, the Consolidated Shares in issue upon the Share Consolidation becoming effective and any Consolidated Shares which may fall to be issued upon exercise of the Options.

Subject to the fulfillment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be on Thursday, 22 November 2007, being the Business Day immediately after the EGM.

Effects of the Share Consolidation

The Consolidated Shares will rank pari passu in all respects with each other and the Share Consolidation will not result in any change in the relative rights of the Shareholders. Fractional Consolidated Shares will not be issued by the Company to the Shareholders. Any fractional entitlements to the Consolidated Shares will be aggregated, sold and retained for the benefit of the Company.

As at the Latest Practicable Date, Existing Shares are traded in board lots of 20,000 Existing Shares. Following the Share Consolidation, there will be no change to the existing board lot size for share trading and the Consolidated Shares will be traded in board lots of 20,000 Consolidated Shares. Based on the adjusted closing price of HK$0.236 per Consolidated Share (assuming the Share Consolidation becoming effective) on the Latest Practicable Date (based on the closing price of HK$0.059 per Existing Share as quoted on the Stock Exchange on the Latest Practicable Date), the value of each board lot will be changed from HK$1,180.00 (before the Share Consolidation becoming effective) to HK$4,720.00 (assuming the Share Consolidation becoming effective).

• 6 -

LETTER FROM THE BOARD

Other than the expenses to be incurred by the Company in relation to the Share Consolidation, the implementation thereof will not, by itself, affect the underlying assets, business operations, management or financial position of the Group nor would it affect the interests and rights or the respective shareholdings in the Company of the Shareholders as a whole.

Reasons for the Share Consolidation

With the recent attention given to the Company by existing and potential international institution investors, the Board has identified a need to effect the Share Consolidation to increase the quality of the Shares of the Company. The Board believes that the Share Consolidation is an important component in our plan to increase our investor quality and profile and will bring long term shareholder value.

Application for listing of the Consolidated Shares

Application will be made by the Company to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the Consolidated Shares in issue upon the Share Consolidation becoming effective and any Consolidated Shares which may fall to be issued upon exercise of the Options.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or, under contingent situation, such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Arrangement for odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company has appointed Kingston Securities to match the purchase and sale of odd lots of the Consolidated Shares at the relevant market price per Consolidated Share for the period from Thursday, 22 November 2007 to Monday, 31 December 2007 (both dates inclusive). Holders of odd lots of the Consolidated Shares who wish to take advantage of this facility either to dispose of their odd lots of the Consolidated Shares or top up to a full board lot, may directly or through their brokers, contact Ms. Rosita Kiu of Kingston Securities at 2298-6215 or by Fax at 2295-0682 during this period. Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is on best effort only and successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Any Shareholder, who is in any doubt about the odd lot facility, is recommended to consult his/her/its own professional advisers.

• 7 -

LETTER FROM THE BOARD

Exchange of certificates for Consolidated Shares

Subject to the Share Consolidation becoming effective, which is expected to be on Thursday, 22 November 2007, being the Business Day immediately after the EGM, Shareholders may on or after Thursday, 22 November 2007 until 4:00 p.m. on Friday, 4 January 2008 (both dates inclusive), deliver their existing share certificates for the Existing Shares to the Registrar for exchange for new share certificates for the Consolidated Shares free of charge at the expense of the Company.

Shareholders should note that after the prescribed time for free exchange of share certificates, a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the Registrar for each new share certificate to be issued.

It is expected that new share certificates for the Consolidated Shares will be available for collection on or after the tenth Business Day from the date of submission of the certificates for the Existing Shares to the Registrar. Unless otherwise instructed, new share certificates for the Consolidated Shares will be issued in board lots of 20,000 Consolidated Shares.

With effect from Monday, 31 December 2007, trading will only be in Consolidated Shares which share certificates will be issued. Existing share certificates for the Existing Shares will cease to be marketable and valid for trading and settlement purposes, but will remain valid and effective as documents of title.

Adjustments in relation to the Options

As at the Latest Practicable Date, there are outstanding Options entitling the holders thereof to subscribe for up to an aggregate of 72,632,170 Existing Shares (or equivalent to 18,158,042 Consolidated Shares). The Share Consolidation may cause adjustments to the subscription price and/or the number of Consolidated Shares to be issued under the Options. The Company will make a further announcement once the aforesaid adjustments to the Share Option has been determined. The adjustment that will be made to the exercise price and/or the number of Consolidated Shares to be issued under the Options in general will accord with the overriding principle as set out in the Stock Exchange’s letter dated 5 September 2005.

Effects of the Share Consolidation on the share capital of the Company

The following table shows the total authorised share capital of the Company as at the Latest Practicable Date and immediately after the Share Consolidation becoming effective:

	As at the	As at the	Immediately	after the Share
	Latest Practicable Date		Consolidation becoming effective
			Number of
	Number of		Consolidated
	Existing Shares	HK$	Shares	HK$
Total authorised	6,000,000,000	300,000,000.00	1,500,000,000	300,000,000.00
Total issued	1,899,217,082	94,960,854.10	474,804,270	94,960,854.00
Total unissued	4,100,782,918	205,039,145.90	1,025,195,730	205,039,146.00

• 8 -

LETTER FROM THE BOARD

GENERAL

The Group is principally engaged in the retails of beauty products and provision of beauty services in Hong Kong, Macau and China. As at the Latest Practicable Date, the existing authorised share capital of the Company consists of 6,000,000,000 Existing Shares out of which 1,899,217,082 Existing Shares are issued and fully paid up or credited as fully paid.

Application will be made by the Company to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the Consolidated Shares in issue upon the Share Consolidation becoming effective.

EGM

A notice convening the EGM to be held at 4:30 p.m. on Wednesday, 21 November 2007 at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong is set out on pages 11 to 12 of this circular. The EGM will be convened for the purpose of considering and, if thought fit, passing the ordinary resolutions to approve the Share Consolidation.

To the best of the Directors’ knowledge and information, no Shareholder is required to abstain from voting for the Share Consolidation at the EGM. The resolution in respect of the Share Consolidation will be voted on a show of hands unless a poll is demanded in accordance with Article 80 of the Articles of Association of the Company which provision is summarised under the paragraph headed “Procedures for demanding a poll” in this circular.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the meeting in person, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Standard Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, the branch share registrar and transfer office of the Company in Hong Kong and 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 a form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

PROCEDURES FOR DEMANDING A POLL

At any general meeting of the Company, resolutions put to the vote at the meeting shall be decided on a show of hands, unless a poll is demanded. Under Article 80 of the Articles of Association of the Company, a poll may be demanded, before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll:

• (i) by the chairman of the meeting; or

• (ii) by at least five Shareholders present in person or by proxy or by its duly authorised corporate representative for the time being entitled to vote at the meeting; or

• 9 -

LETTER FROM THE BOARD

• (iii) by any Shareholder or Shareholders present in person or by proxy or by its duly authorised corporate representative and representing not less than one-tenth of the total voting rights of all Shareholders having the right to attend and vote at the meeting; or

• (iv) by any Shareholder or Shareholders present in person or by proxy or by its duly authorised corporate representative and holding Shares conferring a right to attend and vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right; or

• (v) if required by the GEM Listing Rules, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing 5% or more of the total voting rights at the meeting.

On a show of hands every Shareholder presents in person or by proxy or (being a corporation) is represented by a representative duly authorised shall have one vote, and on a poll every Shareholder presents in person or, in case of a Shareholder being a corporation by its duly authorised representative or by proxy shall have one vote for every fully paid Share.

RECOMMENDATION

The Board is of the opinion that the Share Consolidation is in the interests of the Company and Shareholders as a whole, and recommends you to vote in favour of the resolution to be proposed at the EGM to approve the relevant resolution.

DIRECTORS’ RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility of the accuracy of the information contained in this circular, and confirm that to the best of their knowledge, information and belief, there are no other facts that the omission of which would made any statement herein misleading.

Yours faithfully,

By order of the Board

B.A.L. Holdings Limited Siu York Chee Director

• 10 -

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: 08079)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of B.A.L Holdings Limited (the “Company”) will be held at 4:30 p.m. on Wednesday, 21 November 2007 at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong for the following purposes of considering and, if thought fit, passing, with or without modification, the following resolution:

ORDINARY RESOLUTION

1. “ THAT subject to and conditional upon the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) of the listing of, and permission to deal in, the ordinary shares of the Company consolidated in the manner as set out in paragraph (a) of this resolution below:

2. (a) every four (4) issued and unissued ordinary shares of HK$0.05 each (each an “ Existing Share ”) in the capital of the Company be consolidated into one (1) share of HK$0.20 each (each a “ Consolidated Share ”), such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the bye-laws of the Company;

3. (b) all fractions of the Consolidated Shares to which holders of issued shares of HK$0.05 each in the capital of the Company would otherwise be entitled, if any, shall be aggregated, sold and retained for the benefit of the Company; and

4. (c) the directors of the Company (the “ Directors ”) be and are generally authorised to do all such acts and things and execute all such documents, including under the seal of the Company, where applicable, as they consider necessary or expedient to give effect to the foregoing arrangements.”

By Order of the Board

B.A.L. Holdings Limited Siu York Chee

Director

Hong Kong 29 October 2007

• for identification purpose only

• 11 -

NOTICE OF EGM

Notes:

1. To be valid, the instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney authorised in writing or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

2. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint person as his proxy to attend and vote instead of him. A proxy duly appointed pursuant to the articles of association of the Company is entitled to vote on a show of hands at the meeting. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion.

3. The instrument appointing a proxy and the power of attorney or other authority, if any under which it is signed or a notarially certified copy of that power or authority must be deposited at the Company’s share registrar in Hong Kong, Tricor Standard Limited, 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or the adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

4. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

5. 12 -