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

Aug 3, 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 or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in B.A.L. Holdings Limited (變靚D控股有限公司[*] ), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale 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 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)

REFRESHMENT OF GENERAL MANDATE TO ISSUE AND ALLOT SHARES

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

South China Capital Limited

A notice convening an extraordinary general meeting of B.A.L. Holdings Limited (變靚D控股有限公司[*] ) to be held at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong on Wednesday, 22 August 2007 at 4:30 p.m. is set out on pages 17 to 19 of this circular. Whether or not you intend to attend the meeting, you are advised to read this circular and to 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, Tricor Standard Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

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

6 August 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 at www.hkgem.com in order to obtain up-to-date information on GEM-listed issuers.

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CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Letter from South China Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

• ii -

DEFINITIONS

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

• “AGM”

the annual general meeting of the Company held on 4 April 2007 for the Shareholders to approve, inter alia, the Existing General Mandate

• “Articles of Association”

the articles of association of the Company

• “associates”

• has the same meaning as ascribed to it under the GEM Listing Rules

• “Board” the board of Directors

• “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 GEM

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

• “EGM”

• the extraordinary general meeting of the Company to be convened and held on 22 August 2007 at 4:30 p.m., to consider and, if appropriate, to approve the refreshment of the Existing General Mandate

• “Existing General Mandate” the general mandate approved at the AGM authorizing the Directors to issue, allot and deal with Shares of up to 20% of the entire issued share capital of the Company as at the date of passing the relevant ordinary resolution

• “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

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Independent Board Committee” an independent committee of the Board, comprising all of the independent non-executive Directors, to advise the Independent Shareholders in respect of the refreshment of the Existing General Mandate

* for identification purpose only

• 1 -

DEFINITIONS

• “Independent Shareholder(s)”

• Shareholder(s) other than Ms. Siu York Chee, Doreen, Mr. Leung Kwok Kui and their respective associates

• “Latest Practicable Date”

• 3 August 2007, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “New General Mandate”

• the general mandate proposed to be granted to the Directors at the EGM to issue, allot and deal with additional Shares not exceeding 20% of the entire issued share capital of the Company as at the date of the EGM

• “Share Subdivision”

• the proposed subdivision of every issued or unissued Share into two Subdivided Shares as announced by the Company on 12 July 2007

• “Share(s)”

• ordinary shares(s) of HK$0.10 each in the share capital of the Company before the Share Subdivision becoming effective

• “Shareholder(s)” holder(s) of the Share(s)

• “South China Capital”

South China Capital Limited, being a deemed licensed corporation to carry out type 6 (advising on corporate finance) regulated activity as set out in Schedule 5 to the Securities and Futures Ordinance and the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the refreshment of the Existing General Mandate

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Subdivided Share(s)”

• ordinary share(s) of par value of HK$0.05 each in the share capital of the Company upon completion of the Share Subdivision

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “%”

• per cent.

• 2 -

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 (Chairperson) Mr. Leung Kwok Kui

Independent non-executive Directors:

Mr. Hung Anckes Yau Keung

Dr. Siu Yim Kwan, Sidney

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

Mr. Tsui Pui Hung, Walter

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

6 August 2007

To the Shareholders

Dear Sirs,

REFRESHMENT OF GENERAL MANDATE TO ISSUE AND ALLOT SHARES

INTRODUCTION

The purposes of this circular are to (i) provide you the information relating to the refreshment of the Existing General Mandate; (ii) set out the recommendation from the Independent Board Committee to the Independent Shareholders in relation to the refreshment of the Existing General Mandate; (iii) set out the recommendation from South China Capital to the Independent Board Committee and the Independent Shareholders in relation to the refreshment of the Existing General Mandate; (iv) provide the Shareholders with the notice of EGM, at which an ordinary resolution will be proposed to the Independent Shareholders to consider and, if thought fit, approve the refreshment of the Existing General Mandate.

* for identification purpose only

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LETTER FROM THE BOARD

EXISTING GENERAL MANDATE

At the AGM, Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Existing General Mandate to issue and allot not more than 101,248,090 Shares, being 20% of the entire issued share capital of the Company of 506,240,451 Shares as at the date of passing of the resolution.

REASONS FOR THE REFRESHMENT OF THE EXISTING GENERAL MANDATE

The Group is principally engaged in retails of beauty products in Hong Kong and also in the provision of beauty services, clinical services and beauty courses in Hong Kong, Macau and China.

From the granting of the Existing General Mandate to the Latest Practicable Date, the Existing General Mandate has been utilized as to 101,000,000 Shares, representing approximately 99.75% of the aggregate number of Shares which may be issued and allotted under the Existing General Mandate. The following table summarizes the use of the Existing General Mandate since the AGM:

				Actual use
				of proceeds
Date of		Net proceeds	Intended	as at the Latest
announcement	Description	(approximately)	use of proceeds	Practicable Date
18 July 2007	Top-up placing	HK$21.7 million	For general	Not utilized yet
	and subscription		working capital
	of 101,000,000		of the Group
	new Shares at		and/or possible
	HK$0.221 each		future investment
	(the “Top-up
	Placing”)

There has been no refreshment of general mandate since the AGM. Therefore, after the Top-up Placing, only 248,090 additional Shares can be issued under the Existing General Mandate. Despite that the Company has raised a net proceeds of approximately HK$21.7 million from the Top-up Placing, there is no certainty that such resources will be adequate when the appropriate business opportunities arise in view of the Group’s strategy of expansion of its business. In particular, the Group will introduce a medical centre in Causeway Bay in 2007. Besides that, the Group is also planning to open more new beauty courses when condition justifies and continue the professional training of beauticians and consultants in order to provide excellent service to customers. In view of the possible future funding needs of the Group, the Board considers equity financing to be an important avenue of resources to the Group since it does not create any interest paying obligation on the Group and is relatively less time consuming. The Board will also consider other financing methods such as debt financing or internal cash resources to fund its future business development in appropriate circumstances.

• 4 -

LETTER FROM THE BOARD

The Directors will in any event exercise due and careful consideration when choosing the best method of financing for the Group. Given that (i) the Group may miss any funding opportunities if it cannot respond promptly to market conditions; (ii) the New General Mandate will provide the Group with an additional alternative and the flexibility in deciding the best financing method for its future business development, the Directors consider that the refreshment of the Existing General Mandate is in the interest of the Company and the Shareholders as a whole. Although the Directors have no concrete plan for exercising the New General Mandate to issue and allot Shares at the moment, the Board believes that the refreshment of the Existing General Mandate is in the interests of the Company and the Shareholders as a whole by virtue of maintaining the financial flexibility for the Group’s future business development and opportunities of funding which may arise at any time.

As the refreshment of the Existing General Mandate is prior to the next annual general meeting of the Company, the said refreshment is subject to the Independent Shareholders’ approval at the EGM which will be taken by way of poll.

THE NEW GENERAL MANDATE

As at the Latest Practicable Date, the Company had an aggregate of 678,840,451 Shares in issue. As referred to in the announcement of the Company dated 12 July 2007, the Board proposed that each of the existing issued and unissued Shares of par value of HK$0.10 each in the share capital of the Company be subdivided into two Subdivided Shares of par value of HK$0.05 each. The Share Subdivision is expected to be effective on 9 August 2007 (the “Completion”) upon (i) the passing of an ordinary resolution by the Shareholders at the extraordinary general meeting of the Company to be held on 8 August 2007; and (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subdivided Shares. Immediately following the Completion, the entire issued share capital of the Company will comprise of 1,357,680,902 Subdivided Shares. As a result, subject to the Completion and on the basis that no further Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Company would be allowed under the New General Mandate to allot and issue up to 271,536,180 Subdivided Shares, being 20% of the entire issued share capital of the Company as at the date of the EGM.

The New General Mandate will, if granted at the EGM, remain effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held in accordance with Cayman Islands law or the Articles of Association; and (iii) its revocation or variation by ordinary resolution of the Shareholders in general meeting.

• 5 -

LETTER FROM THE BOARD

EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Apart from the Top-up Placing, the Company conducted the following equity fund raising activities in the past twelve months immediately preceding the Latest Practicable Date:

				Actual use of
				proceeds as at
Date of		Net proceeds	Intended	the Latest
announcement	Description	(approximately)	use of proceeds	Practicable Date
23 July 2007	Placing of	HK$25.3 million	For general working	Transaction not
	new Shares		capital of the	completed yet
			Group and/or
			possible future
			investment
1 March 2007	Placing of	HK$23.0 million	For general	Approximately
	subscription		For general	50% used for the
	Shares		working capital	subscription of
			of the Group	3,205,129 shares
			and/or possible	of First Holdings
			future investment	Consortium Ltd.
1 March 2007	Placing of	HK$13.1 million	For general	Used for the
	existing Shares		working capital	subscription of
	and top-up		of the Group	3,205,129 shares
	subscription of		and/or possible	of First Holdings
	new Shares		future investment	Consortium Ltd.

Save as disclosed herein, the Company has not conducted any equity fund raising activities in the past twelve months immediately preceding the Latest Practicable Date.

THE EGM

Pursuant to Rule 17.42A(1) and Rule 17.47(4)(b) of the GEM Listing Rules, the granting of the New General Mandate requires approval of the Shareholders taken on a vote by way of poll whereby any controlling shareholders and their associates or, where there are no controlling shareholders, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the relevant resolution at the EGM.

As at the Latest Practicable Date, there is no controlling shareholder of the Company. Accordingly, the Directors, Ms. Siu York Chee, Doreen, who control and is entitled to exercise control over the voting right in respect of 27,015,908 Shares, representing approximately 1.99% of the total issued share capital of the Company, and Mr. Leung Kwok Kui, who control and is entitled to exercise control over the voting right in respect of 15,908 Shares, and their respective associates shall abstain from voting in favor of the ordinary resolution to be proposed at the EGM.

• 6 -

LETTER FROM THE BOARD

There is (i) no voting trust or other agreement or arrangement or understanding entered into by or binding upon Ms. Siu York Chee, Doreen and Mr. Leung Kwok Kui; and (ii) no obligation or entitlement of Ms. Siu York Chee, Doreen and Mr. Leung Kwok Kui as at the Latest Practicable Date, whereby they have or may have temporarily or permanently passed control over the exercise of the voting right in respect of their Shares to a third party, either generally or on a case by case basis.

Assuming that Ms. Siu York Chee, Doreen and Mr. Leung Kwok Kui do not acquire further Shares between the Latest Practicable Date to the date of the EGM, there is no discrepancy between the beneficial shareholding interests in the Company of Ms. Siu York Chee, Doreen and Mr. Leung Kwok Kui as disclosed above and the number of Shares in respect of which they will control or will be entitled to exercise control over the voting right at the EGM.

As of the date hereof, Ms. Siu York Chee, Doreen, Mr. Leung Kwok Kui and their respective associates have indicated that they have no intention to vote against the ordinary resolution to be proposed at the EGM.

The notice convening the EGM is set out on pages 17 to 19 of this circular. At the EGM, an ordinary resolution will be proposed to approve the refreshment of the Existing General Mandate. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you intend to attend the meeting in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to 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 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. The completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

An Independent Board Committee has been established to make recommendations to the Shareholders in respect of the refreshment of the Existing General Mandate.

South China Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the refreshment of the Existing General Mandate.

POLL PROCEDURE

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 voting by way of a poll is required by the GEM Listing Rules or (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 demanded (i) by the chairman of the meeting; or (ii) by at least five Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorized representative) or by proxy for the time being entitled to vote at the meeting; or (iii) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorized representative) or by proxy and representing not less than onetenth of the total voting rights of all Shareholders having the right to vote at the meeting; or (iv) by

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LETTER FROM THE BOARD

a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorized representative) or by proxy and holding shares in the Company conferring a right to 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 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 such meeting.

RECOMMENDATION

Your attention is drawn to the letter of advice from South China Capital set out on pages 10 to 16 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in connection with the refreshment of the Existing General Mandate and the principal factors and reasons it has taken into account in arriving at its recommendation.

The Independent Board Committee, having taken into account the advice of South China Capital, considers that refreshment of the Existing General Mandate is in the interests of the Company and the Shareholders as a whole and accordingly recommends the Independent Shareholders to vote in favor of the resolution to be proposed at the EGM for approving the refreshment of the Existing General Mandate. The full text of the letter from the Independent Board Committee is set out on page 9 of this circular.

The Directors consider that the refreshment of Existing General Mandate is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Independent Shareholders to vote in favor of the relevant resolution to be proposed at the EGM.

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 for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully,

For and on behalf of the Board B.A.L. Holdings Limited Siu York Chee Chairperson

• 8 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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)

6 August 2007

To the Independent Shareholders

Dear Sirs,

REFRESHMENT OF GENERAL MANDATE TO ISSUE AND ALLOT SHARES

We refer to the circular of the Company dated 6 August 2007 (the “ Circular ”) of which this letter forms part. Unless the context requires otherwise, capitalized terms used herein shall have the same meanings as defined in the Circular.

We have been appointed by the Board to advise the Independent Shareholders as to whether the refreshment of the Existing General Mandate is in the interests of the Company and the Shareholders as a whole and whether the terms of the New General Mandate are fair and reasonable so far as the Independent Shareholders are concerned.

Having considered the principal reasons and factors considered by, and the advice of, South China Capital as set out in its letter of advice to us on pages 10 to 16 of the Circular, we are of the opinion that the refreshment of the Existing General Mandate is in the interests of the Company and the Shareholders as a whole and the terms of the New General Mandate are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favor of the ordinary resolution to be proposed at the EGM to approve the refreshment of the Existing General Mandate.

Yours faithfully,

For and on behalf of the Independent Board Committee

Mr. Hung Anckes Yau Keung Dr. Siu Yim Kwan, Sidney

Mr. Tsui Pui Hung, Walter

Independent non-executive Directors

* for identification purpose only

• 9 -

LETTER FROM SOUTH CHINA CAPITAL

Set out below is the text of a letter received from South China Capital, the independent financial adviser to the Independent Board Committee and the Independent Shareholders regarding the refreshment of the Existing General Mandate for the purpose of inclusion in this circular.

==> picture [65 x 38] intentionally omitted <==

South China Capital Limited 28/F., Bank of China Tower No. 1 Garden Road Central Hong Kong 6 August 2007

• To: The independent board committee and the independent shareholders of B.A.L. Holdings Limited

Dear Sirs,

REFRESHMENT OF GENERAL MANDATE TO ISSUE AND ALLOT SHARES

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in connection with the refreshment of the Existing General Mandate, details of which are set out in the letter from the Board (the “Board Letter”) contained in the circular dated 6 August 2007 issued by the Company to the Shareholders (the “Circular”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

As at the Latest Practicable Date, only a further of 248,090 Shares can be issued under the Existing General Mandate which was granted to the Directors at the AGM. As referred to in the announcement of the Company dated 12 July 2007, the Board proposed that each of the existing issued and unissued Shares of par value of HK$0.10 each in the share capital of the Company be subdivided into two Subdivided Shares of par value of HK$0.05 each. Upon completion of the Share Subdivision (the “Completion”), which is expected to take place on 9 August 2007, the total issued share capital of the Company will comprise of 1,357,680,902 Subdivided Shares. The Board therefore proposes to seek approval of the Independent Shareholders for the refreshment of the Existing General Mandate such that the Directors will be granted the authority to issue, allot and deal with new Shares not exceeding 20% of the total issued share capital of the Company as at the date of passing the relevant resolution at the EGM.

• 10 -

LETTER FROM SOUTH CHINA CAPITAL

Pursuant to Rule 17.42A(1) and Rule 17.47(4)(b) of the GEM Listing Rules, the refreshment of the Existing General Mandate requires approval of the Shareholders taken on a vote by way of poll whereby any controlling shareholders of the Company and their associates or, where there are no controlling shareholders, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the relevant resolution at the EGM. As at the Latest Practicable Date, there is no controlling shareholder of the Company. As such, Ms. Siu York Chee, Doreen and Mr. Leung Kwok Kui, being the Directors, and their respective associates shall abstain from voting in favor of the ordinary resolution for approving the refreshment of the Existing General Mandate. As of the date hereof, Ms. Siu York Chee, Doreen, Mr. Leung Kwok Kui and their respective associates have indicated that they have no intention to vote against the ordinary resolution for approving the refreshment of the Existing General Mandate.

An Independent Board Committee comprising Mr. Hung Anckes Yau Keung, Dr. Siu Yim Kwan, Sidney and Mr. Tsui Pui Hung, Walter (all being independent non-executive Directors) has been formed to advise the Independent Shareholders on the refreshment of the Existing General Mandate. We, South China Capital, have been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.

BASIS OF OUR OPINION

In formulating our advice and recommendation to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors. We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true, complete and accurate in all material respects at the time when they were made and continue to be so as at the date of the despatch of the Circular. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiries and careful considerations. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or Directors, which have been provided to us. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our recommendation in compliance with Rule 17.47 of the GEM Listing Rules.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquires, which to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in the Circular misleading.

We consider that we have been provided sufficient information to reach an informed view and to provide a reasonable basis for our recommendation. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company, or their respective subsidiaries or associates.

• 11 -

LETTER FROM SOUTH CHINA CAPITAL

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the refreshment of the Existing General Mandate, we have taken into consideration the following principal factors and reasons:

(1) Background of and reasons for the proposed refreshment

The Directors were authorized to issue and allot up to 101,248,090 new Shares under the Existing General Mandate which was granted to the Directors at the AGM.

According to the announcement of the Company dated 18 July 2007 regarding the Top-up Placing, a total of 101,000,000 new Shares were issued after completion of the Top-up Placing. Since all of such Shares are issued under the authority of the Existing General Mandate, the Existing General Mandate has been utilized as to 101,000,000 Shares, representing approximately 99.75% of the Existing General Mandate.

If the New General Mandate is not granted, only 248,090 new Shares may be further issued and allotted by the Directors under the Existing General Mandate regardless of the subdivision of Shares under the Share Subdivision. Given that the Existing General Mandate has almost been fully utilized as a result of the Top-up Placing, the Board proposes to seek approval of the Independent Shareholders for the refreshment of the Existing General Mandate such that the Directors will be granted the authority to issue, allot and deal with new Shares not exceeding 20% of the total issued share capital of the Company as at the date of passing the relevant resolution at the EGM. As stated in the Board Letter, the Directors believe that the refreshment of the Existing General Mandate will provide the Company with flexibility for possible future fund raising.

After completion of the Top-up Placing, there was 678,840,451 Shares in issue. As referred to in the announcement of the Company dated 12 July 2007, the Board proposed that each of the existing issued and unissued Shares of par value of HK$0.10 each in the share capital of the Company be subdivided into two Subdivided Shares of par value of HK$0.05 each. The Completion is expected to take place on 9 August 2007. Subject to the Completion and on the basis that no further Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Directors will be able to issue and allot up to 271,536,180 Subdivided Shares, representing 20% of the total issued share capital of the Company as at the date of the EGM.

As mentioned in the Board Letter, the Group is actively planning for expansion of its business. In particular, the Group will introduce a medical centre in Causeway Bay in 2007. The Group is also planning to open more new beauty courses when condition justifies and to continue the professional training of beauticians and consultants in order to provide excellent service to customers. However, the Directors confirmed that no decision has been made on whether the aforementioned expansion plans will involve issue of new Shares under the New General Mandate. As also confirmed by the Directors, the Group is exploring investment opportunities in the Group’s principal business, being the retails of beauty products and provision of beauty services in Hong Kong, Macau and China.

• 12 -

LETTER FROM SOUTH CHINA CAPITAL

Having considered the future investment opportunities of the Company, we consider that it would be prudent and reasonable for the Company to maintain a strong capital base in order to finance those possible future investment opportunities. If the New General Mandate is not granted and there is equity fund raising opportunity for the Group before the holding of the next annual general meeting, or the Group identifies a suitable investment opportunity but does not have sufficient financial resources on hand or is unable to obtain loan financing on acceptable terms in a timely manner, the Group will lose a favorable opportunity to strengthen its equity base or expand its business portfolio. Thus, we consider the refreshment of the Existing General Mandate to be in the interests of the Company and the Shareholders as a whole.

(2) Flexibility in financing

As advised by the Directors, the Group does not obviate the possibilities of further issuing capital if there is investor indicating interest in the business of the Company. The Directors believe that the refreshment of the Existing General Mandate will provide the Group with flexibility for possible future fund raising. The Directors are therefore of the view that the refreshment of the Existing General Mandate is in the interests of the Company and the Shareholders as a whole.

As discussed in the foregoing, we consider that the refreshment of the Existing General Mandate could enhance the financing flexibility of the Company to raise equity and to strengthen the equity base of the Group. The refreshment of the Existing General Mandate would also provide the Company with the flexibility as allowed under the GEM Listing Rules to issue and allot new Shares for equity fund raising activities, such as placing of new Shares, or as consideration for potential investments or acquisitions in the future as and when such opportunities arise. Furthermore, the additional amount of equity which may be raised after the refreshment of the Existing General Mandate would give the Group more financing options when assessing and negotiating on potential acquisitions in a timely manner. Given the financial flexibility available to the Company as just discussed, we are of the opinion that the refreshment of the Existing General Mandate is in the interests of the Company and the Shareholders as a whole.

(3) Other financing alternatives

The Company has not conducted any fund raising activity during the past 12 months save and except for (i) the placing of existing Shares and top-up subscription of new Shares as announced by the Company on 1 March 2007; (ii) the placing of subscription Shares as announced by the Company on 1 March 2007; (iii) the Top-up Placing; and (iv) the placing of new Shares as announced by the Company on 23 July 2007. Details of the aforementioned fund raising activities are shown in the following table:

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LETTER FROM SOUTH CHINA CAPITAL

				Actual use
				of proceeds
Date of		Net proceeds	Intended	as at the Latest
announcement	Description	(approximately)	use of proceeds	Practicable Date
23 July 2007	Placing of 130,000,000	HK$25.3 million	For general working	Transaction not
	new Shares at		capital of the Group	completed yet
	HK$0.20 each		and/or possible
			future investment
18 July 2007	Top-up placing	HK$21.7 million	For general working	Not utilized yet
	and subscription of		capital of the Group
	101,000,000 new		and/or possible
	Shares at HK$0.221		future investment
	each
1 March 2007	Placing of 69,600,000	HK$23.0 million	For general working	Approximately
	subscription Shares at		capital of the Group	50% used for the
	HK$0.33 each		and/or possible	subscription of
			future investment	3,205,129 shares
				of First Holdings
				Consortium Ltd.
1 March 2007	Placing of existing	HK$13.1 million	For general working	Used for the
	Shares and top-		capital of the Group	subscription of
	up subscription of		and/or possible	3,205,129 shares
	41,800,000 new Shares		future investment	of First Holdings
	at HK$0.33 each			Consortium Ltd.

We have further enquired into and the Directors confirmed that apart from equity financing, the Group will also consider debt financing, such as bank borrowings, as possible fund raising method for the Group. In this regard, the Directors consider that the ability for the Group to obtain bank borrowings usually depends on the Group’s profitability, financial position and the then prevailing market condition. In addition, such alternative may subject to lengthy due diligence and negotiations with the banks. Due to these reasons, the Directors consider that debt financing would be relatively uncertain, impracticable and time-consuming as compared to equity financing, such as placing of new Shares, for the Group to obtain additional funding.

Moreover, the Directors also confirmed that they would exercise due and careful consideration when choosing the best method of financing for the Group. Although we notice that the Group has not yet fully utilized all of the proceeds from the fund raising activities as listed out in the above table, in light of (i) the Group is exploring investment opportunities in its principal business, being the retails of beauty products and provision of beauty services in Hong Kong, Macau and China; and (ii) the possible earliest time for holding the next annual general meeting of the Company would be in April 2008, we consider that it is fair and reasonable for the Company to refresh the Existing General Mandate in order not to miss any future investment opportunities which may require substantial

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LETTER FROM SOUTH CHINA CAPITAL

amount of capital and may arise in any time. Having the above being the case, along with the fact that the refreshment of the Existing General Mandate will provide the Company with an additional alternative and that it is reasonable for the Company to have the flexibility in deciding the financing methods for its future business development, we are of the view that the refreshment of the Existing General Mandate is in the interests of the Company and the Shareholders as a whole.

(4) Potential dilution to shareholdings of the public Shareholders

The table below sets out the shareholding structure of the Company (i) as at the date of the EGM (after taking into account the Share Subdivision); and (ii) upon full utilization of the New General Mandate (assuming no other Shares are issued or repurchased by the Company and without considering the proposed bonus issue of Shares which was announced by the Company on 12 July 2007).

Everproven_(Note)_ Siu York Chee Leung Kwok Kui Public Shareholders Shares to be issued under the New General Mandate	Shareholding in the Company as at the date of the EGM (after taking into account the Share Subdivision) Number of Shares % 126,021,302 9.28 27,015,908 1.99 15,908 0.00 1,204,627,784 88.73 – – 1,357,680,902 100.00	Shareholding in the Company upon full utilization of the New General Mandate (assuming no other Shares are issued or repurchased by the Company and without considering the proposed bonus issue of Shares which was announced by the Company on 12 July 2007) Number of Shares % 126,021,302 7.74 27,015,908 1.66 15,908 0.00 1,204,627,784 73.93 271,536,180 16.67 1,629,217,082 100.00

Note: The 126,021,302 Shares are held by Everproven which is wholly and beneficially owned by Mr. Chan Boon Ho, Peter.

The table above illustrates that the shareholdings of the public Shareholders will decrease from approximately 88.73% as at the date of the EGM to approximately 73.93% upon full utilization of the New General Mandate (assuming no other Shares are issued or repurchased by the Company and without considering the proposed bonus issue of Shares which was announced by the Company on 12 July 2007). Such potential dilution to the shareholdings of the public Shareholders represents a dilution of approximately 14.80 percent point.

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LETTER FROM SOUTH CHINA CAPITAL

Taking into account the fact that the shareholding interests of all the Shareholders in the Company will be diluted in proportion to their respective shareholdings upon any utilization of the New General Mandate, we are of the opinion that the potential dilution to the shareholdings of the public Shareholders as mentioned above is acceptable.

(5) Proposed refreshment of the Existing General Mandate

According to Rule 17.42A of the GEM Listing Rules, it is stipulated that an ordinary resolution shall be proposed at the EGM to obtain approval from the Shareholders to refresh the Existing General Mandate before the next annual general meeting of the Company to authorize the Directors to issue and allot new Shares of not exceeding 20% of the total number of issued share capital of the Company as at the date of the EGM. It is further required that such an approval should be taken on a vote by way of poll, and the controlling shareholders of the Company and their respective associates or, if there are no controlling shareholders, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favor of the ordinary resolution for approving the refreshment of the Existing General Mandate.

It is further stipulated that upon approval of the New General Mandate at the EGM, the Existing General Mandate will be revoked and the New General Mandate will be and continue to be effective until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held under the Articles of Association; and (iii) the revocation or variation of the authority given under the relevant resolution to be proposed by ordinary resolution of the Shareholders in general meeting. Such duration is in compliance with Rule 17.42 of the GEM Listing Rules.

In view of the stringent provisions and requirements of the GEM Listing Rules as listed above, we have reason to believe that there are sufficient control and measures to guide the refreshment of the Existing General Mandate and the continuity of the New General Mandate. Having this being the case, we are of the view that the refreshment of the Existing General Mandate is fair and reasonable so far as the Independent Shareholders are concerned.

RECOMMENDATION

Having taken into consideration the above factors and reasons, we are of the opinion that the refreshment of the Existing General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the refreshment of the Existing General Mandate and we recommend the Independent Shareholders to vote in favour of the resolution in this regard.

Yours faithfully, For and on behalf of

South China Capital Limited Graham Lam

Director

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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 IS HEREBY GIVEN THAT the extraordinary general meeting (“the Meeting”) of B.A.L. Holdings Limited (變靚D控股有限公司[*] ) (the “Company”) will be held at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong on Wednesday, 22 August 2007 at 4:30 p.m. for the purposes of considering and, if thought fit, passing (with or without modification) the following ordinary resolution:

ORDINARY RESOLUTION

“ THAT , to the extent not already exercised, the mandate to issue and allot shares of the Company given to the directors of the Company (the “Directors”) at the annual general meeting of the Company held on 4 April 2007 be and is hereby revoked and replaced by the mandate THAT :

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

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers after the end of the Relevant Period;

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

* for identification purpose only

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NOTICE OF EGM

• (d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

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

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

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held.

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange applicable to the Company); and

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

Yours faithfully,

For and on behalf of the Board

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

Hong Kong, 6 August 2007

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NOTICE OF EGM

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

Head Office and Principal Place of Business: Room 1401, 14/F. Guardian House 32 Oi Kwan Road Wanchai Hong Kong

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 at 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.

5. The resolution will be voted by way of poll.

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