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

Jul 22, 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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

if you have sold or transferred all your shares in B.A.L. Holdings Limited 變靚D控股有限公司 *, you should at once hand this circular together with the form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or the 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 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)

PROPOsED sUBDiVisiON OF sHAREs; PROPOsED BONUs issUE OF sHAREs; PROPOsED iNCREAsE iN AUTHORisED sHARE CAPiTAL; AND NOTiCE OF EXTRAORDiNARY GENERAL MEETiNG

Financial adviser to B.A.L. Holdings 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, 8 August 2007 at 4:00 p.m. is set out on pages 13 to 15 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, Standard Registrars 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.

23 July 2007

* For identification purposes 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
expected timetable	3
Letter from the Board

Introduction	5
Proposed Share Subdivision	6
Proposed Bonus Issue 8
Closure of Register of members 9
Listing and Dealing	10
Adjustments to the Share Options	10
Proposed increase in authorised share capital 10
EGM 11
Procedures for demanding a poll	11
Responsibility Statement	12
Recommendation	12
General 12
**notice of eGM **	13

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Definitions

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

• “Articles of Association”

the Articles of Association of the Company

• “Bonus Issue”

• the proposed issue of Bonus Shares to the Shareholders whose names appear on the register of members of the Company on Record Date on the basis of (i) two Bonus Shares for every ten Subdivided Shares held on the Record day; or (ii) in the event the Share Subdivision has not become unconditional, one Bonus Share for every five Shares held on the Record Date

• “Bonus Shares” the Subdivided Shares or, in the event the Share Subdivision has not become unconditional, the Shares to be issued by way of Bonus Issue by the Company as described herein

• “Business Day” a day (other than a Saturday) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours

• “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 the GEM

• “Director(s)” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be convened and held at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong on Wednesday, 8 August 2007 at 4:00 p.m.

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

• “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Existing Share Certificate(s)” existing form of certificates of the Shares “Group” the Company and its subsidiary “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

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Definitions

“Latest Practicable Date”	20 July 2007, being the latest practicable date prior to the printing
	of this circular for ascertaining information contained herein
“Listing Committee”	Listing Committee of the Stock Exchange
“New Share Certificate(s)”	form of certificates of the Subdivided Shares
“Overseas Shareholders”	Shareholder(s) whose name(s) appear(s) on the register of members
	of the Company as at the close of business on the Record Date
	and whose address(es) as shown in the register of members on
	that date is (are) outside Hong Kong
“Record Date”	20 August 2007, being the date for determining the entitlement
	of the Shareholder to the Bonus Shares
“SFO”	Securities and Futures Ordinance (Chapter 571, Laws of Hong
	Kong)
“Share Subdivision”	subdivision of every issued or unissued Share into two Subdivided
	Shares
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of the
	Company before the Share Subdivision becoming effective
“Share Option(s)”	share options granted under the share option scheme adopted
	by the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers and Share
	Repurchases
“Top-Up Placing”	the top-up placing of 101,000,000 Shares pursuant to the top-up
	placing and subscription agreement entered by the Company on
	18 July 2007, details of which are disclosed in the Company’s
	announcement dated 18 July 2007
“HK$” and “cents”	Hong Kong dollars and cents, the lawful currency of Hong
	Kong
“%”	per cent.

* For identification purposes only

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ExpEctEd timEtablE

The expected timetable for implementation of the Share Subdivision, Bonus Shares and the relevant trading arrangements are as follows:

2007

Latest time for lodging forms of proxy for EGM . . . . . . . . . . . . . . .4:00 p .m . on Monday, 6 August EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p .m . on Wednesday, 8 August Effective date of the Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 9 August Dealings in the Subdivided Shares commence . . . . . . . . . . . . . . . . 9:30 a .m . on Thursday, 9 August Original counter for trading in existing Shares in board lot size of 20,000 Shares temporarily closes . . . . . . . . . . . . . . . 9:30 a .m . on Thursday, 9 August Temporary counter for trading in board lot size of 40,000 Subdivided Shares (in the form of the Existing Share Certificates) opens . . . . . . . . . . . . . . . . . . . . . . . 9:30 a .m . on Thursday, 9 August First day of free exchange of Existing Share Certificates for the New Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 9 August Last day of dealings in the Shares on a cum-entitlement basis in respect of the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . 4:00 p .m . on Monday, 13 August First day of dealings in the Shares on an ex-entitlement basis in respect of the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . 9:30 a .m . on Tuesday, 14 August Latest time for lodging forms of transfer in order to be entitled to the Bonus Shares . . . . . . . . . . . . . . . . . . . . 4:30 p .m . on Wednesday, 15 August Latest time for lodging the option exercise form together with a remittance in cash for the amount of the exercise price for the respective Shares in order to be qualified for the Bonus Issue . . . . . . . . . . . . . . . . . . . 4:30 p .m . on Wednesday, 15 August Closure of register of members of the Company for the Bonus Issue (Note) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 16 August, to Monday, 20 August Record Date for determining entitlements to the Bonus Issue . . . . . . . . . . . . . . Monday, 20 August Register of members of the Company re-opens . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 21 August

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ExpEctEd timEtablE

Original counter for trading in Subdivided Shares

in board lot size of 20,000 Subdivided Shares

(in the form of New Share Certificates) re-opens . . . . . . . . . . . 9:30 a .m . on Thursday, 23 August

Parallel trading in Subdivided Shares (in the form of

New Share Certificates and Existing Share Certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a .m . on Thursday, 23 August

Despatch of share certificates for Bonus Shares on or before . . . . . . . . . . . . . . . Friday, 31 August

Dealings in the Bonus Shares commence . . . . . . . . . . . . . . . . . . 9:30 a .m . on Tuesday, 4 September

Temporary counter for trading in board lots of 40,000 Subdivided Shares (in the form of Existing Share

Certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p .m . on Thursday, 13 September

Parallel trading in Subdivided Shares (in the form of

New Share Certificates and the Existing Share Certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p .m . on Thursday, 13 September

Last day for free exchange of Existing Share

Certificates for New Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 21 September

Note: During the period of closure of register of members of the Company from 16 August 2007 to 20 August 2007, there will be no exchange of Existing Share Certificates for the New Share Certificates .

The expected timetable may be subject to change by the Company . The Company will make further announcements if such changes are made .

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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. Walter Tsui Pui Hung

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

23 July 2007

To the Shareholders

Dear Sir or Madam,

PrOPOSed SUbdIVISION OF ShareS; PrOPOSed bONUS ISSUe OF ShareS; PrOPOSed INCreaSe IN aUthOrISed Share CaPItal; aNd NOtICe OF eXtraOrdINarY GeNeral MeetING

INtrOdUCtION

On 12 July 2007, the Board announced, among other things, the proposals for the Share Subdivision and the Bonus Issue.

The Board would also like to propose an increase in the authorised share capital of the Company at the EGM.

The purpose of this circular is to provide you with further information on, among others, (i) the proposed Bonus Issue; (ii) the proposed Share Subdivision, and (iii) the proposed increase in the authorised share capital and together with the notice of EGM.

* For identification purposes only

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letter FrOM the bOard

PrOPOSed Share SUbdIVISION

The Board proposes that each of the existing issued and unissued Shares of par value of HK$0.1 each in the share capital of the Company be subdivided into two Subdivided Shares of par value of HK$0.05 each.

The Shares are currently traded in board lot size of 20,000 Shares. Upon the Share Subdivision becoming effective, the Subdivided Shares will be traded in board lot size of 20,000 Subdivided Shares.

Conditions of the Share Subdivision

The Share Subdivision is conditional upon:

• (i) the passing of an ordinary resolution by the Shareholders at the EGM for approving the Share Subdivision; and

• (ii) the Listing Committee granting the listing of, and permission to deal in, the Subdivided Shares.

reason for the Share Subdivision

The Board believes that the Share Subdivision will enable the Company to attract more professional and institutional investors. Save for the costs to be incurred by the Company in implementing the Share Subdivision, the Share Subdivision will not alter the underlying assets, business operations, management or financial position of the Company or the proportional interests of the Shareholders. The Board considers that the Share Subdivision will not have any adverse effect on the financial position of the Company.

Shareholding Structure

As at the Latest Practicable Date, the authorised share capital of the Company is HK$80,000,000 divided into 800,000,000 Shares, of which 577,840,451 Shares are in issue and fully paid. As at the Latest Practicable Date, the Company also have 9,200,000 outstanding Share Options under the share option scheme adopted by the Company.

As disclosed in the Company’s announcement dated 18 July 2007, the Company has entered into a top-up placing and subscription agreement on 18 July 2007 to raise approximately HK$21.7 million, after expenses, by issuing 101,000,000 new Shares. Upon completion of the Top-Up Placing, which is expected to be on or before 1 August 2007, the issued share of the Company will then be enlarged to 678,840,451 Shares.

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letter FrOM the bOard

The effect of the Share Subdivision on the share capital of the Company is set out as follows:

• i) assuming no Share Option had been exercised before the Share Subdivision has become effective:

	before Share	after Share
	Subdivision	Subdivision
Par value of each Share/Subdivided Share	HK$0.10	HK$0.05
Number of authorised Shares/Subdivided Shares	800,000,000	1,600,000,000
Authorised share capital	HK$80,000,000.00	HK$80,000,000.00
Number of Shares/Subdivided Shares in issue_(Note)_	678,840,451	1,357,680,902
Issued share capital_(Note)_	HK$67,884,045.10	HK$67,884,045.10
Number of unissued Shares/Subdivided Shares_(Note)_	121,159,549	242,319,098
Unissued share capital_(Note)_	HK$12,115,954.90	HK$12,115,954.90

• ii) assuming all Share Options had been exercised before the Share Subdivision has become effective:

	before Share	after Share
	Subdivision	Subdivision
Par value of each Share/Subdivided Share	HK$0.10	HK$0.05
Number of authorised Shares/Subdivided Shares	800,000,000	1,600,000,000
Authorised share capital	HK$80,000,000.00	HK$80,000,000.00
Number of Shares/Subdivided Shares in issue_(Note)_	688,040,451	1,376,080,902
Issued share capital_(Note)_	HK$68,804,045.10	HK$68,804,045.10
Number of unissued Shares/Subdivided Shares_(Note)_	111,959,549	223,919,098
Unissued share capital_(Note)_	HK$11,195,954.90	HK$11,195,954.90

Note: These amounts have been taken into account the 101,000,000 new Shares to be issued under the Top-Up Placing.

The Subdivided Shares will rank pari passu in all respects with each other and the Share Subdivision will not result in any change in relative rights of the Shareholders.

arrangement for the share certificate

The Existing Share Certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on Thursday, 13 September 2007 and thereafter will not be accepted for delivery, trading and settlement purposes. However, the Existing Share Certificates will continue to be good evidence of legal title to the Subdivided Shares on the basis of one Share for two Subdivided Shares and will be exchanged free of charge for the New Share Certificates for Subdivided Shares at any time from Thursday, 9 August 2007 to Wednesday 15 August 2007 and from Tuesday, 21 August 2007 to Friday, 21 September 2007, or on payment of a prescribed fee any time after Friday, 21 September 2007. It is expected that the New Share Certificates will be available for collection within a period of 10 business days after the submission of the Existing Share Certificates. The New Share Certificates will be beige in color so as to be distinguished from the Existing Share Certificates which are blue in color.

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letter FrOM the bOard

PrOPOSed bONUS ISSUe

The Board proposes the Bonus Issue to the Shareholders on the basis of (i) two Bonus Shares for every ten Subdivided Shares held on the Record Date; or (ii) in the event the Share Subdivision has not become unconditional, one Bonus Share for every five Shares held on the Record Date. On the basis of (i) 1,357,680,902 Subdivided Share in issue after the completion of the Share Subdivision (assuming the Top-Up Placing has completed before the effective date of the Share Subdivision and no further Shares are issued before the Record Date), a total 271,536,180 Bonus Shares will be issued pursuant to the Bonus Issue; and (ii) 1,376,080,902 Subdivided Shares in issue after the completion of the Share Subdivision (assuming the Top-Up Placing has completed before the effective date of the Share Subdivision and all the Share Options are exercised before the latest lodging time, being 15 August 2007, 4:30 p.m.) a total of 275,216,180 Bonus Shares will be issued pursuant to the Bonus Issue. Accordingly, the Bonus Shares to be issued pursuant to the Bonus Issue will therefore be not more than 275,216,180 Bonus Shares.

In the event that the Share Subdivision has not become unconditional, on the basis of (i) 678,840,451 Shares in issue (assuming the Top-Up Placing has completed before the effective date of the Share Subdivision and no further Shares are issued before the Record Date), a total of 135,768,090 Bonus Shares will be issued pursuant to the Bonus Issue; and (ii) 688,040,451 Shares in issue (assuming the Top-Up Placing has completed before the effective date of the Share Subdivision and all the Share Options are exercised before the latest lodging time, being 15 August 2007, 4:30 p.m.) a total of 137,608,090 Bonus Shares will be issued pursuant to the Bonus Issue. Accordingly, the Bonus Shares to be issued pursuant to the Bonus Issue will therefore be not more than 137,608,090 Bonus Shares.

The exact total number of Bonus Shares to be issued under the Bonus Issue will not be determined until the Record Date. The Company will make a further announcement when the number of Bonus Shares are determined.

The Bonus Shares will rank pari passu in all respects with the existing Shares.

Conditions of the bonus Issue

The Bonus Issue is conditional upon:

• (1) the approval of the Bonus Issue by the Shareholders at the EGM; and

• (2) the Listing Committee granting the listing of and permission to deal in the Bonus Shares to be issued pursuant to the Bonus Issue.

Subject to fulfillment of the above conditions, it is expected that certificates for the Bonus Shares will be posted on or before 31 August 2007 at the risk of the Shareholders entitled thereto to their respective addresses shown on the register of members of the Company on the Record Date. Dealings in the Bonus Shares are expected to commence on 4 September 2007.

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reasons for the bonus Issue

The Board believes that the Bonus Issue is a return to the long-term support of the Shareholders. The Bonus Issue will also allow the Shareholders to participate in the business growth of the Company by way of capitalization of a portion of the share premium account.

Overseas Shareholders

If as at the close of business on the Record Date, a Shareholder’s address as recorded on the register of members of the Company is in a place outside Hong Kong, the Board will make enquiries as to whether the Bonus Issue to the Overseas Shareholders may contravene the applicable securities legislation of the relevant overseas places or the requirements of the relevant regulatory body or stock exchange. If, after making such enquiry, the Board is of the opinion there is no legal restriction under the laws of the relevant place or any requirement of the relevant regulatory body or stock exchange in that place, such Overseas Shareholders will be permitted to participate in the Bonus Issue. If, however, after making such enquiry, the Board is of the opinion that it would be necessary or expedient, on account either of the legal restriction under the laws of the relevant place or any requirement of the relevant regulatory body or stock exchange in that place, not to offer to such Overseas Shareholders, no issue of the Bonus Shares will be made to such Overseas Shareholders.

Such Overseas Shareholders receiving a copy of the circular concerning the Bonus Issue outside Hong Kong may not treat the same as an invitation to participate in the Bonus Issue unless such invitation could lawfully be made to him/her without having to comply with any registration or other legal requirements in the relevant territory.

In the circumstance, when such Overseas Shareholders are not permitted to participate in the Bonus Issue, arrangements will then be made for the Bonus Shares which would otherwise have been issued to the Overseas Shareholders to be sold in the market as soon as practicable after dealings commence, if a premium, net of expenses, can be obtained. Any net proceeds of such sale for each Overseas Shareholder, after deduction of expenses, of HK$100 or more will be distributed in Hong Kong dollars to the relevant Overseas Shareholders, by post at his own risk, unless the amount falling to be distributed to any such person is less than HK$100 in which case it will be retained for the benefit of the Company.

Fractions of bonus Shares

The Company will not allot fractions of the Bonus Shares. Any fractional Bonus Shares will be aggregated and sold in the open market (if a premium, net of expenses, can be obtained) and the proceeds will be retained for the Company’s own benefits.

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letter FrOM the bOard

ClOSUre OF reGISter OF MeMberS

The register of members of the Company will be closed from Thursday, 16 August 2007, to Monday, 20 August 2007 (both days inclusive) during which period no transfer of Shares will be effected. In order for the Shareholders to be qualified for the Bonus Issue, all transfers of Shares must be duly completed, accompanied by the relevant share certificates and lodged with the share registrar of the Company no later than 4:30 p.m. on Wednesday, 15 August 2007. In order for the holders of the Share Options to be qualified for the Bonus Issue, they must lodge the option exercise form together with a remittance in cash for the amount of the exercise price for the respective Shares no later than 4:30 p.m. on Wednesday, 15 August 2007 in order to be qualified for the Bonus Issue.

lIStING aNd dealING

An application will be made to the Listing Committee of the Stock Exchange for the granting of listing of, and permission to deal in, the Bonus Shares and the Subdivided Shares.

The issued Shares are listed and dealt in on the GEM. No equity or debt securities of the Company are listed or dealt in on any other stock exchange nor is listing or permission to deal in such securities on any other stock exchange being or proposed to be sought.

Subject to the granting of listing of, and permission to deal in, the Bonus Shares and the Subdivided Shares on the Stock Exchange, the Bonus Shares and the Subdivided 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 Bonus Shares and the Subdivided Shares on the Stock Exchange or 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. Shareholders should seek the advice of their stockbrokers or other professional advisers for details of the above settlement arrangements and how such arrangements will affect their rights and interests.

adJUStMeNtS tO the Share OPtIONS

As at the Latest Practicable Date, there are 9,200,000 outstanding Share Options under the share option scheme adopted by the Company. The exercise price of the Share Options will be adjusted as a result of the Share Subdivision and the Bonus Issue. In view that the exact number of the Bonus Share will not be determined until the Record Date, therefore the Company will make further announcement upon the aforesaid adjustments to the Share Option has been determined.

Save for the outstanding Share Options, there is no outstanding convertible or warrant convertible or exchangeable into the Shares as at the Latest Practicable Date.

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letter FrOM the bOard

PrOPOSed INCreaSe IN aUthOrISed Share CaPItal

The authorised share capital of the Company is now HK$80,000,000 divided into 800,000,000 Shares. The Board also wishes to propose an increase in the authorised share capital of the Company as follows:

1. In the event that the Share Subdivision becomes unconditional, the authorised share capital of the Company will be HK$80,000,000 divided into 1,600,000,000 Subdivided Shares and the Directors propose to increase the authorised share capital to HK$300,000,000 by the creation of an additional 4,400,000,000 Subdivided Shares.

2. In the event that the Share Subdivision does not become unconditional, the authorised share capital of the Company will remain as HK$80,000,000 divided into 800,000,000 Shares and the Directors propose to increase the authorised share capital to HK$300,000,000 by the creation of an additional 2,200,000,000 Shares.

The increase in the authorised share capital shall be conditional upon the approval of an ordinary resolution by the Shareholders at the EGM.

As at the Latest Practicable Date, the issued share capital of the Company is HK$57,784,045.10 comprising 577,840,451 Shares. The purpose of the proposed increase in the authorised share capital of the Company is to provide flexibility and assist the Company in its future expansion by means of issuing new Shares and fund-raising activities as the Directors may consider appropriate from time to time.

As at the Latest Practicable Date, the Company do not obviate the possibilities of further issuing capital after the increase in authorised share capital if there is investor indicating interest in the business of the Company and/or the Company has a need to raise additional capital for any possible investment in the future.

eGM

Set out on pages 13 to 15 of this circular is a notice convening the EGM to consider and, if appropriate, to approve the ordinary resolutions relating to the proposals for the Share Subdivision, the Bonus Issue and the increase in authorised share capital of the Company.

A form of proxy for use at the EGM is enclosed herewith. If you are not able to attend and/or vote at the EGM in person, you are requested to complete the form of proxy and return it to the Company’s share registrar in Hong Kong, Standard Registrars Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM. Completion and returning of a form of proxy will not preclude you from attending and voting at the EGM or any adjourned meetings if you so wish.

PrOCedUre FOr deMaNdING a POll

Pursuant to Article 80 of the articles of association of the Company, 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

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letter FrOM the bOard

show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. A poll may be demanded by:–

• (i) the chairman of the meeting; or

• (ii) 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) any Shareholder(s) present in person (or in the case of a Shareholder 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 Shareholders having the right to attend and vote at the meeting; or

• (iv) any Shareholder(s) present in person (or in the case of a Shareholder being a corporation by its duly authorized representative) or by proxy and holding Shares conferring a right to 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

• (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.

reSPONSIbIlItY StateMeNt

This document, 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 Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this document is accurate and complete in all material aspects and not misleading; (ii) there are no other matters the omission of which would make any statement in this document misleading; and (iii) all opinions expressed in this document have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

reCOMMeNdatION

The Board considers that the proposed ordinary resolutions for the Bonus Issue, the Share Subdivision and the increase in authorised share capital of the Company to be proposed at the EGM are in the best interests of the Company and the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the EGM.

GeNeral

The Share Subdivision and the Bonus Issue are not inter-conditional.

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

For and on behalf of the Board

b.a.l. holdings limited Siu York Chee Chairperson

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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 an extraordinary general meeting (“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 Monday, 8 August 2007 at 4:00 p.m. for the purposes of considering and, if thought fit, passing (with or without modification) the following special resolution:

oRDinARY ReSoLUtionS

1. “ tHAt subject to and conditional upon the listing committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting or agreeing to grant the listing of, and permission to deal in, the Subdivided Shares (as defined in paragraph (a) of this resolution below):

2. (a) with effect from 9 August 2007, every issued and unissued ordinary share of HK$0.10 each in the capital of the Company will be subdivided into two shares of HK$0.05 each (the “Subdivided Shares”) and the Subdivided Shares 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 articles of association of the Company; and

3. (b) any one or more of the directors of the Company be and is hereby authorized generally to do all things appropriate to effect and implement any of the matters in paragraph (a) of this resolution.”

4. “ tHAt conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of, and permission to deal in, the Bonus Shares (as defined in paragraph (a) of this resolution):

5. (a) in the event that the subdivision of shares as set out in resolution 1 becomes unconditional, the amount standing to the credit of the share premium account of the Company as would be required to be applied in paying up in full at par new Subdivided Shares of HK$0.05 each in the capital of the Company OR in the event that the subdivision of share as set out in resolution 1 does not become unconditional, new Shares of HK$0.10 each in the capital of the Company (the “Bonus Shares”), such Bonus Shares, to be allotted, issued and distributed, credited

* For identification purposes only

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notice of egm

as fully paid, to the members of the Company whose names appear on the register of members of the Company in Hong Kong (the “Register of Members”) as at the close of business on 20 August 2007 (the “Record Date”) on the basis of two Bonus Share for every ten Subdivision Shares, or in the event the Share Subdivision has not become unconditional, one Bonus Share for every five Shares held on the Record Date (the “Bonus Issue”), be capitalised and applied in such manner and the Directors be and are hereby authorised to allot and issue such Bonus Shares;

• (b) the Bonus Shares to be issued pursuant to this resolution shall, subject to the memorandum and articles of association of the Company, rank pari passu in all respects with the existing issued shares of HK$0.10 each in the capital of the Company except that they will not rank for the bonus issue of shares mentioned in this resolution; and

• (c) the directors of the Company be and are hereby authorised to do all acts and things, including arrangements in relation to fractional entitlements, as may be necessary and expedient in connection with or to give effect to the Bonus Issue.”

• “ tHAt

• (a) in the event that the subdivision of shares as set out in resolution 1 becomes unconditional, the authorised share capital of the Company be and is hereby increased from HK$80,000,000 divided into 1,600,000,000 shares of HK$0.05 each to HK$300,000,000 divided into 6,000,000,000 shares of HK$0.05 each by the creation of an additional 4,400,000,000 shares of HK$0.05 each OR in the event that the subdivision of shares as set out in resolution 1 does not become unconditional, the authorised share capital of the Company be and is hereby increased from HK$80,000,000 divided into 800,000,000 shares of par value HK$0.10 each to HK$300,000,000 divided into 3,000,000,000 shares of HK$0.10 each by the creation of an additional 2,200,000,000 shares of par value HK$0.10 each; and

• (b) any one or more directors (the “Directors”) of the Company be and are hereby authorized for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things deemed by them to be incidental to, ancillary to or in connection with the matters contemplated in and for completion of the Proposed Increase in Authorised Share Capital.”

For and on behalf of the Board

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

Hong Kong, 23 July 2007

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notice of egm

Notes:

1. Any member entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares of the Company may appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.

2. A form of proxy for use at the Meeting is enclosed.

3. The form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its seal or the hand of an officer, attorney or other person duly authorised.

4. The form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be lodged at the Company’s branch share registrar in Hong Kong, Standard Registrars Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not later than 48 hours before the time appointed for holding the Meeting or any adjourned meeting (as the case may be) and in default the proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the Meeting or at any adjourned meeting (as the case may be) should they so wish.

5. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the Meeting personally or by proxy, the vote of that one of the said persons so present whose name stands first on the register of members in respect of such share shall be accepted to the exclusion of the votes of the other joint holders.

6. 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. Walter Tsui Pui Hung.

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