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

Mar 14, 2007

THis CiRCULAR is iMPORTANT AND REQUiREs YOUR iMMEDiATE ATTENTiON

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

if you have sold or transferred all your shares in B.A.L. Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or other 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 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 sUBsCRiPTiON OF THE sUBsCRiPTiON sHAREs BY sHARE sUBsCRiBERs

shareholders and potential investors should be aware and take note that the subscription Agreement is conditional upon the satisfaction number of conditions as set out under the paragraph headed “Conditions of the subscription Agreement” of this circular. Accordingly, the subscription may or may not proceed. shareholders and potential investors are advised to exercise caution when dealing in the shares.

The notice convening the extraordinary general meeting of the Company to be held at Rm 1401, 14/F, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong on 4 April 2007 at 11:00 a.m. (the “EGM”) is set out on pages 12 to 13 of this circular.

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

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

14 March 2007

* For identification purposes only

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

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
Introduction	4
The Subscription Agreement	5
Effect on shareholding structure 8
Fund raising activities of the Company	9
EGM 9
Procedure for demanding a poll 10
Responsibility statement 10
General 11
notice of eGM	12

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definitions

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

• “acting in concert”

has the meaning ascribed thereto in the Takeovers Code

“Announcement” the announcement dated 1 March 2007 issued by the Company in relation to the Subscription

• “associates” has the meaning ascribed thereto in the GEM Listing Rules

• “Board” the board of Directors

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

• “Company” B.A.L. Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM

• “Completion” completion of the Subscription in accordance with the terms and conditions of the Subscription Agreement

• “Completion Date” the date on which Completion occurs, which shall be the third business day after the date on which the conditions specified in the Subscription Agreement are fulfilled

• “connected persons” has the meaning ascribed thereto in the GEM Listing Rules “Director(s)” the director(s) of the Company

• “EGM” an extraordinary general meeting of the Company to be held at Rm 1401, 14/F, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong on 4 April 2007 at 11:00 a.m. for the purpose of approving the Subscription and the transactions contemplated thereunder including the allotment and issue of the Subscription Shares or any adjournment thereof

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

“GEM Listing Committee” the listing sub-committee of the directors of the Stock Exchange with responsibility for GEM “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM

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definitions

“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Last Trading Day”	28 February 2007, being the last trading day of the Shares on
	GEM prior to the publication of the Announcement
“Latest Practicable Date”	13March 2007, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“PRC”	the People’s Republic of China (excluding Hong Kong, the Macau
	Special Administrative Region of the PRC and Taiwan)
“SFC”	the Securities and Futures Commission of Hong Kong
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the Laws
	of Hong Kong
“Share(s)”	ordinary share(s) of HK$0.1 each in the share capital of the
	Company
“Shareholders”	holders of Shares
“Share Subscribers”	Fok Siu Wing, Chan Wing Lok, Leung Ngok and Lei Hong
	Wai. The Company confirms that, to the best of the Director’s
	knowledge, information and belief, having made all reasonable
	enquiries, each of the Share Subscriber and their respective ultimate
	beneficiaries (i) are third party independent of the Company
	and its connected persons and their respective associates; and
	(ii) are not and will not be acting in concert (as defined in the
	Takeovers Code) with each other
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscription”	the subscription by the Share Subscribers for, and the allotment
	and issue by the Company of, the Subscription Shares under the
	terms and conditions of the Subscription Agreement
“Subscription Agreement”	the subscription agreement dated 1 March 2007 entered into
	between the Company and the Share Subscribers
“Subscription Price”	HK$0.33 per Subscription Share

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	definitions
“Subscription Share”	69,600,000 Shares for which the Share Subscribers will subscribe
	and the Company will allot and issue under the Subscription in
	accordance with the terms and conditions of the Subscription
	Agreement
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong
“%”	per cent.

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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:

Siu York Chee, Doreen (Chairperson) Leung Kwok Kui

Independent Non-Executive Directors: Hung Anckes Yau Keung 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: Room 1401, 14/F Guardian House 32 Oi Kwan Road Wanchai Hong Kong

14 March 2007

To the Shareholders

Dear Sir or Madam,

PROPOSEd SUbSCRIPTION OF ThE SUbSCRIPTION ShaRES bY ShaRE SUbSCRIbERS

INTROdUCTION

On 1 March 2007, the Board announced that the Company entered into the Subscription Agreement with the Share Subscribers on 1 March 2007 whereby the Company and the Share Subscribers have conditionally agreed that the Company shall issue and the Share Subscribers shall subscribe for the Subscription Shares at the Subscription Price of HK$0.33 per Subscription Share, for a cash consideration of HK$22,968,000 to the Company upon Completion.

The purpose of this circular is (i) to provide you with further details of the Subscription; and (ii) to seek your approval of the resolution set out in the notice convening the EGM.

* For identification purposes only

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LETTER FROM ThE bOaRd

ThE SUbSCRIPTION aGREEMENT

The following is a summary of the principal terms of the Subscription Agreement:

date : 1 March 2007

Parties

Issuer : The Company

• Share Subscribers : Fok Siu Wing, Chan Wing Lok, Leung Ngok and Lei Hong Wai

The Company confirms that, to the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, each of the Share Subscriber and their respective ultimate beneficiaries (i) are third party independent of the Company and its connected persons and their respective associates; and (ii) are not and will not be acting in concert (as defined in the Takeovers Code) with each other.

Subscription Shares

Share Subscribers conditionally agreed to subscribe for, and the Company conditionally agreed to allot and issue, 69,600,000 Subscription Shares under the Subscription Agreement. The Subscription Shares represent (i) approximately 14.99% of the existing issued share capital of the Company as at the date of the Announcement; (ii) approximately 13.75% of the issued share capital of the Company as at the Latest Practicable Date; and (iii) approximately 12.08% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares.

The Subscription Shares, when allotted and issued, will rank pari passu in all respects with each other and the Shares in issue on the date of allotment and issue of the Subscription Shares, including the right to receive all future dividends and distributions which may be declared, made or paid by the Company on or after the date of allotment and issue of the Subscription Shares.

As at the Latest Practicable Date, the authorised share capital of the Company was HK$80,000,000 divided into 800,000,000 Shares of HK$0.10 each.

Subscription Price

The gross amount of the Subscription is HK$22,968,000, equivalent to HK$0.33 per Subscription Share which was determined after arm’s length negotiations between the Company and the Share Subscribers, and with reference to, amongst other things, the financial and trading position of the Group.

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LETTER FROM ThE bOaRd

The Subscription Price of HK$0.33 per Subscription Share represents:

• (a) a discount of 19.51% to the closing price of HK$0.41 per Share as quoted on GEM on the Last Trading Day;

• (b) a discount of 5.98% to the average of the closing prices of HK$0.351 per Share for the last five consecutive trading days up to and including the Last Trading Day;

• (c) a discount of 1.49% to the average of the closing prices of HK$0.335 per Share for the last ten consecutive trading days up to and including the Last Trading Day;

• (d) a premium of approximately 87.5% over the unaudited consolidated net asset value per Share of approximately HK$0.176 as at 31 October 2006 (based on the audited consolidated net asset value of the Group of approximately HK$81,602,000 as at 31 October 2006 as shown in the Company’s annual report for the year ended 31 October 2006 and 464,440,451 Shares in issue as at the date of the Announcement); and

• (e) a discount of approximately 40% to the closing price of HK$0.55 per Share as quoted on GEM on the Latest Practicable Date.

Conditions of the Subscription agreement

Completion of the Subscription is conditional upon:

• (a) the GEM Listing Committee granting the listing of and permission to deal in, the Subscription Shares;

• (b) the Shareholders who are allowed to vote under the GEM Listing Rules approving at the EGM the Subscription Agreement and the transactions contemplated thereunder including the allotment and issue of the Subscription Shares; and

• (c) all necessary consents and approvals as may be required to be obtained on the part of the Company in respect of the Subscription and the transactions contemplated under the Subscription Agreement having been obtained by the Company.

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LETTER FROM ThE bOaRd

Payment and Completion

The aggregate Subscription Price for the Subscription Shares, amounting to HK$22,968,000, will be paid in full in cash by the Share Subscribers to the Company upon the Completion.

Completion will take place on the Completion Date. In the event that the conditions of the Subscription Agreement as set out in the paragraph headed “Conditions of the Subscription Agreement” above are not fulfilled or waived by 5:00 p.m. on 30 April 2007 (or such other time and date as may be agreed between the Company and the Share Subscribers in writing), the Subscription Agreement shall cease and determine and thereafter, neither party shall have any obligations and liabilities thereunder save for any antecedent breaches of the provisions thereof. It is not expected that any Share Subscribers will become substantial Shareholders (as defined under the Listing Rules) of the Company immediately after the Subscription.

application for listing

An application will be made by the Company to the GEM Listing Committee for the listing of, and permission to deal in, the Subscription Shares.

Reasons for the Subscription and use of proceeds

The net proceeds from the Subscription of approximately HK$22,968,000, which is the same as the gross proceeds from the Subscription, will be used as general working capital and for future investments if opportunity arises. As at the date of the Announcement, no suitable investment has been identified nor has there been any concrete plan or arrangement made.

The terms of the Subscription Agreement were arrived at after arm’s length negotiations between the parties thereto. Accordingly, the Directors are of the view that the terms of the Subscription Agreement are entered into upon normal commercial terms following arm’s length negotiations among the parties and that the terms of the Subscription are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM ThE bOaRd

EFFECTS ON ShaREhOLdING STRUCTURE

Chan Boon Ho, Peter (Note 1) Siu York Chee_(Note 2) Lam Yin Ming(Note 3) Hau Lai Mei(Note 4) Leung Kwok Kui(Note 2) Share Subscription: (i) Leung Ngok (ii) Lei Hong Wai (iii) Fok Siu Wing (iv) Chan Wing Lok Sub-total(Note 5)_ Other public Shareholders Total	as at the Latest Practicable % date (approximately) 117,410,651 23.19 43,707,954 8.63 1,760,000 0.35 26,042,570 5.15 3,427,954 0.68 – – – – – – – – – – 313,891,322 62.00 506,240,451 100.00	Immediately after the % Subscription (approximately) 117,410,651 20.39 43,707,954 7.59 1,760,000 0.31 26,042,570 4.52 3,427,954 0.60 22,600,000 3.92 22,000,000 3.82 12,000,000 2.08 13,000,000 2.26 69,600,000 12.08 313,891,322 54.51 575,840,451 100.00	Immediately after the % Subscription (approximately) 117,410,651 20.39 43,707,954 7.59 1,760,000 0.31 26,042,570 4.52 3,427,954 0.60 22,600,000 3.92 22,000,000 3.82 12,000,000 2.08 13,000,000 2.26 69,600,000 12.08 313,891,322 54.51 575,840,451 100.00
			100.00

Notes:

1. The 117,410,651 Shares are held by Chan Boon Ho, Peter, through his wholly-owned subsidiaries, as to 65,230,651 Shares by Everproven Limited, and 52,180,000 Shares by Multi Treasure Limited.

2. Siu York Chee and Leung Kwok Kui are the executive Directors. Siu York Chee is the spouse of Leung Kwok Kui.

3. Lam Yin Ming had 30,240,000 Shares as at the date of the Announcement. Subsequent to the release of the Announcement, Lam Yin Ming disposed of 28,480,000 Shares on 2 March 2007 and accordingly she still held 1,760,000 Shares as at the Latest Practicable Date.

4. Hau Lai Mei had 26,382,570 Shares as at the date of the Announcement. Subsequent to the release of the Announcement, Hau Lai Mei disposed of 340,000 Shares on 2 March 2007 and accordingly she still held 26,042,570 Shares as at the Latest Practicable Date.

5. Such Shares would be allotted and issued pursuant to the Subscription Agreement.

6. 8 -

LETTER FROM ThE bOaRd

FUNd RaISING aCTIvITIES OF ThE COMPaNY

The following table summaries the capital raising activities of the Group in the last 12 months immediately before the date of this circular:

				actual use of
				proceeds as
date of		Net proceeds	Intended use of	at the Latest
announcement	Event	(approximately)	proceeds	Practicable date
1 March 2007	Placing of	HK$13,134,000	The Company	Not yet utilised
	existing Shares		intended to use
	and top-up		the net proceeds
	subscription of		for general
	new Shares		working capital
			and/or possible
			investment in the
			future.
11 May 2006	Placing of new	HK$17,640,000	The Company	All net proceeds
	Shares under		intended to use	has been fully
	general mandate		the net proceeds	utilised
			for possible
			future opening
			of beauty
			service and body
			slimming
			treatment
			center(s) in the
			PRC.

EGM

The notice convening the EGM is set out on pages 12 to 13 of this circular for the purpose of considering and, if thought fit, passing the ordinary resolution set out therein.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you intend to be present at the EGM, you are requested to complete the form of proxy and return the same to the Company’s Hong Kong branch share registrar, Standard Registrars Limited in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of EGM. Completion and return of the form of proxy will not preclude you from attending and voting at EGM or any adjournment thereof if you so wish.

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LETTER FROM ThE bOaRd

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, none of the Shareholders has a material interest in the transaction contemplated under the Subscription Agreement who will be required to abstain from voting at the EGM.

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 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 one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or (iv) 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 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.

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, have made all reasonable enquiries, confirm that, to the best of their knowledge and belief:

• (a) the information contained in this circular (other than those in relation to the Share Subscribers) is accurate and complete in all material respects and not misleading;

• (b) there are no other matters the omission of which would make any statement in this circular (other than those in relation to the Share Subscribers) misleading; and

• (c) all opinions expressed in this circular (other than those in relation to the Share Subscribers) have been arrived at after due and careful consideration and are founded on the bases and assumptions that are fair and reasonable.

The information contained in this circular relating to the Share Subscribers have been extracted from the Announcement. The Directors, as regards the aforesaid information relating to the Share Subscribers so compiled in the Announcement, collectively and individually take responsibility for the correctness and fairness of its reproduction or presentation.

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LETTER FROM ThE bOaRd

GENERaL

The Company was listed on GEM on 15 October 2001. The principal activities of the Group are the retails of beauty products and provision of beauty services in Hong Kong, Macau and China.

Yours faithfully, For and on behalf of the Board of 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 an extraordinary general meeting (the “EGM”) of the shareholders of B.A.L. Holdings Limited (the “Company”) will be held at Rm 1401, 14/F, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong on 4 April 2007 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as an ordinary resolution of the Company:

oRDinARY ReSoLUtion

“ tHAt (i) the Subscription Agreement (as defined in the circular dated 14 March 2007 despatched to the shareholders of the Company (the “Circular”)), a copy of which has been produced to this meeting marked “A” and signed by the Chairman hereof for the purpose of identification, and all the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; (ii) the allotment and issue of the Subscription Shares (as defined in the Circular) to the Share Subscribers pursuant to the Subscription Agreement (as defined in the Circular) be and is hereby approved; and (iii) the directors of the Company be and are hereby authorized to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary desirable or expedient to carry and implement the Subscription Agreement (as defined in the Circular) and all the transactions contemplated thereunder into full effect.”

By Order of the Board of B.A.L. Holdings Limited Siu York chee Chairperson

Hong Kong, 14 March 2007

* For identification purposes only

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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, Standard Registrars Limited, 26th Floor, Tesbury Centre 28 Queen’s Road East, Wan Chai, Hong Kong, not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof.

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

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

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