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

Jun 6, 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 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, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

B.A.L. HOLDINGS LIMITED 變靚D控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8079)

PROPOSED REDUCTION OF SHARE PREMIUM ACCOUNT

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, 4 July 2007 at 4:00 p.m. is set out on pages 7 to 8 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.

6 June 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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CONTENT

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Reduction of Share Premium Account . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Conditions of the Reduction of Share Premium Account . . . . . . . . . . . . . . . . . . . . .	4
Reasons for the Reduction of Share Premium Account . . . . . . . . . . . . . . . . . . . . . .	4
Financial effects of the Reduction of Share Premium Account. . . . . . . . . . . . . . . . .	4
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Procedure for Demanding a Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

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

• “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

• “Companies Law” the Companies Law, Cap.22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• “Director(s)” director(s) of the Company from time to time

• “EGM” the extraordinary general meeting of the Company to be convened at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong on Wednesday, 4 July 2007 at 4:00 p.m. or any adjournment thereof

• “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

• “HK$” Hong Kong dollar, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Reduction of Share the proposed reduction of the amount standing to the credit of the Premium Account” Share Premium Account to the extent that the credit arising from the reduction thereof will be sufficient to eliminate the entire accumulated losses of the Company

• “Shares” ordinary shares of HK$0.10 each in the share capital of the Company

• “Share Premium Account” the share premium account of the Company

• “Shareholders” holders of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

* For identification purposes only

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EXPECTED TIMETABLE

Set out below is an indicative timetable for, among other things, the implementation of the Reduction of Share Premium Account. Shareholders will be informed of any material changes to the expected timetable by way of an announcement, if any.

2007 (Hong Kong time) Despatch of this circular relating to the Reduction of Share Premium Account together with the notice of the EGM Wednesday, 6 June Latest time for lodging forms of proxy for the EGM 4:00 p.m. on Monday, 2 July EGM 4:00 p.m. on Wednesday, 4 July

EGM 4:00 p.m. on Wednesday, 4 July Expected date on which the Reduction of Share Premium Account becomes effective Wednesday, 4 July

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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

Head office and principal place of business in Hong Kong:

Room 1401, 14/F Guardian House 32 Oi Kwan Road Wanchai Hong Kong

6 June 2007

To the Shareholders

Dear Sir or Madam,

PROPOSED REDUCTION OF SHARE PREMIUM ACCOUNT

INTRODUCTION

On 23 May 2007, the Board announced that the Company intended to put forward the proposal to effect the Reduction of Share Premium Account for approval at the EGM. The purpose of this circular is to provide you with information relating to the proposed Reduction of Share Premium Account and to give you a notice of the EGM at which necessary resolution will be proposed to consider and, if thought fit, approve the proposed Reduction of Share Premium Account.

PROPOSED REDUCTION OF SHARE PREMIUM ACCOUNT

The Board proposed to effect the Reduction of Share Premium Account by reducing the amount standing to the credit of the Share Premium Account to the extent that the credit arising from the Reduction of Share Premium Account will be sufficient to eliminate the accumulated losses of the Company.

* for identification purposes only

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LETTER FROM THE BOARD

CONDITION OF THE REDUCTION OF SHARE PREMIUM ACCOUNT

The Reduction of Share Premium Account is conditional upon the passing of the necessary resolution by the Shareholders to approve the reduction of Share Premium Account at the EGM.

Upon the condition mentioned above being fulfilled, the Reduction of Share Premium Account will become effective.

Shareholders should note that the Reduction of Share Premium Account is conditional as aforesaid and may or may not proceed. Shareholders should exercise caution when dealing in the Shares.

REASONS FOR THE REDUCTION OF SHARE PREMIUM ACCOUNT

As at 30 April 2007, the Company’s unaudited share premium arising from the issuance of the existing Shares amounted to approximately HK$65,511,000 (after adjustment made for the exercise of share options). As at 31 October 2006, the audited accumulated losses of the Company (on an unconsolidated basis) amounted to approximately HK$48,168,000. Pursuant to the Reduction of Share Premium Account, the balance of the Share Premium Account shall be reduced to the extent that the credit arising from the Reduction of Share Premium Account will be sufficient to eliminate such audited accumulated losses of the Company (on an unconsolidated basis). The Reduction of Share Premium Account will give rise to a credit of approximately HK$48,168,000, which is equal to, and is expected to fully eliminate, the entire accumulated losses of the Company as at 31 October 2006. Having considered the above, the Directors consider the implementation of the Reduction of Share Premium Account is in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECTS OF THE REDUCTION OF SHARE PREMIUM ACCOUNT

Implementation of the Reduction of Share Premium Account will not, on its own, alter the underlying assets of the Company or the Group (save for the estimated costs of approximately HK$350,000 to be incurred in implementing the Reduction of Share Premium Account) or the proportionate interests of the Shareholders in the Company.

EGM

There is set out on pages 7 to 8 of this circular a notice convening the EGM to be held at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong on Wednesday, 4 July 2007 at 4:00 p.m., at which necessary special resolution will be proposed to the Shareholders to approve the Reduction of Share Premium Account.

A form of proxy for use by the Shareholders at the EGM is enclosed. Whether or not you are able to attend the EGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it 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 for the holding of the EGM

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LETTER FROM THE BOARD

or any adjourned meeting (as the case may be). Completion and the return of the accompanying form of proxy will not preclude you from attending and voting in person at the EGM or at any adjourned meeting (as the case may be) should 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 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.

RECOMMENDATION

The Directors consider that the Reduction of Share Premium Account is in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the necessary resolution relating to the Reduction of Share Premium Account to be proposed at the EGM or at any adjourned meeting (as the case may be).

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this circular is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement herein misleading; and (3) all opinions expressed in this circular has been arrived at after due and careful consideration and are founded on bases on assumptions that are fair and reasonable.

Yours faithfully, For and on behalf of B.A.L. HOLDINGS LIMITED Siu York Chee, Doreen 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 Wednesday, 4 July 2007 at 4:00 p.m. for the purposes of considering and, if thought fit, passing (with or without modification) the following special resolution:

SPECIAL RESOLUTION

“ THAT the amount standing to the credit of the share premium account of the Company arising from the issuance of the existing shares in the share capital of the Company shall be reduced by approximately HK$48,168,000 to give rise to a credit of approximately HK$48,168,000 which shall be applied to fully eliminate the entire audited accumulated losses of the Company (on an unconsolidated basis) and the directors of the Company be and are hereby authorized generally to do all such acts, deeds and things as they shall, in their absolute discretion, deem appropriate to effect and implement the foregoing.”

By Order of the Board B.A.L. HOLDINGS LIMITED Siu York Chee, Doreen Chairperson

Hong Kong, 6 June 2007

Principal place of business

in Hong Kong

Room 1401, 14/F Guardian House 32 Oi Kwan Road

Wanchai Hong Kong

* for identification purposes only

• 7 -

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 two independent non-executive Directors namely Mr. Hung Anckes Yau Keung and Dr. Siu Yim Kwan, Sidney.

7. 8 -