Wisdomcome Group Holdings Ltd. — Proxy Solicitation & Information Statement 2008

Dec 18, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult your 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 (the “Company”), you should at once hand this circular to the purchaser or to the bank or stockbroker or other agent through whom the sales was effected for transmission to the purchaser.

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

(Continued into Bermuda with limited liability)

(Stock Code: 8079)

PROPOSED CAPITAL RE-ORGANISATION

A notice convening special general meeting of the Company to be held on Wednesday, 14 January 2009 at 4:30 p.m. at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong is set out on pages 13 to 15 of this circular. Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon 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 holding the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM, or any adjournment thereof, should you so wish.

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

19 December 2008

CharaCteristiCs of the 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.

• i -

CONTENTS

	Page
Definitions...........................................................................................................................	1
Expected timetable..............................................................................................................	4
Letter from the Board.........................................................................................................	6
Notice of SGM.....................................................................................................................	13

• ii -

DEFINITIONS

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

• “Board”

board of Directors

• “Business Day”

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

• “Bye-Laws”

the bye-laws of the Company

• “Capital Reduction”

the proposed reduction of the issued share capital of the Company by cancelling the paid up capital of the Company to the extent of HK$0.24 on each issued Consolidated Share of HK$0.25 each as at the date upon which the proposed reduction shall become effective such that the nominal value of all the issued Consolidated Shares will be reduced from HK$0.25 each to HK$0.01 each

• “Capital Re-organisation”

• the capital re-organisation of the Company involving the Share Consolidation, the Capital Reduction and the Subdivision of Shares

• “CCASS”

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

• “Companies Act”

• Companies Act 1981 of Bermuda (as amended)

• “Companies Ordinance”

• the Companies Ordinance, Chapter 32 of the Laws of Hong Kong

• “Company”

• B.A.L. Holdings Limited (變靚D控股有限公司), an exempted company continued into Bermuda with limited liability and the issued Shares of which are listed on the GEM

• “Consolidated Shares”

• share(s) of HK$0.25 each in the issued and unissued share capital of the Company after the Share Consolidation and before the Capital Reduction becoming effective

• “Convertible Notes”

• the convertible notes in the principal amount of HK$10 million issued by the Company in favour of Dr. Ho Wai Sun

• “Director(s)”

• director(s) of the Company

• 1 -

DEFINITIONS

• “Existing Shares” existing Shares of HK$0.05 each in the issued and unissued share capital of the Company before the Share Consolidation becoming effective as at the date of this circular

• “GEM” the Growth Enterprises Market of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on the GEM “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “HKSCC” the Hong Kong Securities Clearing Company Limited “Latest Practicable Date” 17 December 2008, being the latest practicable date before the printing of this circular for ascertaining certain information for the purpose of inclusion in this circular

• “New Share(s)” the ordinary Shares of HK$0.01 each in the issued and unissued share capital of the Company upon the Capital Re-organisation becoming effective

• “Registrar” Tricor Standard Limited of 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. The Company’s Hong Kong branch share registrar

• “SGM” a special general meeting of the Company to be held for approving, among others, the Capital Re-organisation

• “Share(s)” ordinary share(s) of (i) HK$0.05 each in the share capital of the Company before Share Consolidation becoming effective; or (ii) HK$0.01 each in the share capital of the Company upon Capital Re-organisation becoming effective (as the case may be)

• “Share Consolidation” the proposed consolidation of every five Existing Shares of HK$0.05 each in the issued and unissued share capital of the Company into one Consolidated Share of HK$0.25 each in the issued and unissued share capital in the Company

• “Share Option(s)” the outstanding 7,612,217 share options of the Company being exercisable into 7,612,217 Existing Shares granted under the Share Option Scheme

• 2 -

DEFINITIONS

“Share Option Scheme” the share option scheme adopted by the Company pursuant to the written resolution(s) of the Company on 24 September 2001 “Shareholder(s)” holder(s) of the Existing Shares, the Consolidated Shares or the New Shares (as the case may be) “Subdivision of Shares” the subdivision of each of the authorised but unissued Consolidated Share of HK$0.25 each into twenty-five New Shares of HK$0.01 each “Stock Exchange” The Stock Exchange of Hong Kong Limited

• 3 -

EXPECTED TIMETABLE

Set out below is the expected timetable for the Capital Re-organisation. This timetable is indicative only and may be varied due to additional time required for compliance with the regulatory requirements in Bermuda. If there is (i) a tropical cyclone warning signal number 8 or above, or (ii) a “black” rainstorm warning signal in force between 9:00 a.m. and 4:10 p.m. on the relevant dates, the relevant dates will be adjourned to the next Business Day which does not have either of those warnings in force in Hong Kong. Any consequential changes to the expected timetable will be published by way of public announcement.

Latest time for return of form of proxy in respect of the SGM . . . . . . . . 4:30 p.m. 12 January 2009 SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. 14 January 2009 Expected effective date of Capital Re-organisation* . . . . . . . . . . . . . . . . . . . . . . . . 15 January 2009 Commencement in trading in New Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 January 2009 Original counter for trading in Existing Shares in board lots of 20,000 Existing Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . .9:30 a.m. on 15 January 2009 Temporary counter for trading in the New Shares in board lots of 4,000 New Shares (in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . .9:30 a.m. on 15 January 2009 First day for free exchange of new share certificates for New Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 January 2009 Original counter for trading in the New Shares in board lots of 20,000 New Shares (in the form of new share certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . .9:30 a.m. on 3 February 2009 Parallel trading in the New Shares (in the form of new share certificates and existing share certificates) commences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:30 a.m. on 3 February 2009 Designated broker starts to stand in the market to provide matching services . . . . . . . . . . . . . . . . . . . . . . . .9:30 a.m. on 3 February 2009 Temporary counter for trading in the New Shares in board lots of 4,000 New Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . .4:10 p.m. on 23 February 2009

• 4 -

EXPECTED TIMETABLE

• Parallel trading in the New Shares (in the form of new

share certificates and existing share certificates) ends . . . . . . . . . .4:10 p.m. on 23 February 2009

Designated broker ceases to stand in the

market to provide matching services . . . . . . . . . . . . . . . . . . . . . . .4:10 p.m. on 23 February 2009

• Last day for free exchange of the existing share

certificates for new share certificates for the New Shares . . . . . . . . . . . . . . . . . . . .3 March 2009

Note : All times refer to Hong Kong times.

• The expected effective date for the Capital Re-organisation is subject to the relevant conditions precedent (including Shareholders’ approval) being fulfilled.

• 5 -

LETTER FROM THE BOARD

B.A.L. HOLDINGS LIMITED 變靚D控股有限公司

(Continued into Bermuda with limited liability)

(Stock Code: 8079)

Executive Directors: Ms. Siu York Chee Mr. Leung Kwok Kui Ms. Leung Ge Yau, LL.B. (Hons), LL.M

Independent non-executive Directors: Mr. Hung Anckes Yau Keung, FCPA (Practising), FCCA, CICPA, CGA Mr. Siu Yim Kwan, Sidney, S.B.St.J. Mr. Tsui Pui Hung, Walter, LL.B. (Hons), LL.M, BSc (Hons)

Registered office: Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda

Head office and principal place of Business in Hong Kong: Room 1401, 14th Floor Guardian House 32 Oi Kwan Road Wanchai, Hong Kong 19 December 2008

To the Shareholders

Dear Sir or Madam,

PROPOSED CAPITAL RE-ORGANISATION

INTRODUCTION

On 11 December 2008, the Board announced its proposal to implement the Capital Re-organisation. The purpose of this circular is to provide you with information relating to the proposed Capital Reorganisation and to give you a notice of the SGM at which necessary resolutions will be proposed to consider and, if thought fit, approve the Capital Re-organisation.

PROPOSED CAPITAL RE-ORGANISATION

The Board proposed to implement the Capital Re-organisation, which involves the Share Consolidation, the Capital Reduction and the Subdivision of Shares.

• 6 -

LETTER FROM THE BOARD

As at the Latest Practicable Date, the authorised share capital of the Company is HK$300,000,000.00 divided into 6,000,000,000 Shares of HK$0.05 each, of which 170,441,300 Shares of HK$0.05 each have been issued and are fully paid. The Share Consolidation will involve the consolidation of every five Existing Shares of HK$0.05 each in the issued and unissued share capital of the Company into one Consolidated Share of HK$0.25 each. The Capital Reduction will involve the reduction of the issued share capital of the Company by cancelling the paid up capital of the Company to the extent of HK$0.24 on each issued Consolidated Share of HK$0.25 each as at the date upon which the Capital Reduction shall become effective such that the nominal value of all the issued Consolidated Shares will be reduced from HK$0.25 each to HK$0.01 each. Upon the Capital Reduction becoming effective, the Company will carry out the Subdivision of Shares involving the subdivision of each of the authorised but unissued Consolidated Shares of HK$0.25 each into twenty-five New Shares of HK$0.01 each. On the assumption that no further Existing Shares of HK$0.05 each will be issued after the Latest Practicable Date and on the basis of 170,441,300 Shares of HK$0.05 each in issue on the Latest Practicable Date, a credit of HK$8,181,182.40 will arise as a result of the Capital Reduction which will then be transferred to the contributed surplus account of the Company which will provide flexibility to the Company in the future when it wishes to apply the credit amount arising from the Capital Reduction as and when it considers appropriate.

EFFECTS OF THE CAPITAL RE-ORGANISATION

Upon the Capital Re-organisation becoming effective and assuming no further Existing Shares are issued in the meantime, the authorised share capital of the Company will become HK$300,000,000.00 divided into 30,000,000,000 New Shares of HK$0.01 each, of which 34,088,260 New Shares will be in issue and fully paid up, and the issued share capital of the Company will be approximately HK$340,882.60.

Save and except for the estimated expenses incurred in relation to the Capital Re-organisation, the implementation of the Capital Re-organisation would not, of itself, alter the underlying assets, liabilities, businesses, management or financial position of the Company and the Group.

The Board believes that the Capital Re-organisation will not have any adverse effect on the financial position of the Company and its subsidiaries and the Board believes that on the date the Capital Re-organisation is to be effected, there are no reasonable ground for believing that the Company is, or after the Capital Re-organisation would be, unable to pay its liabilities as they become due.

The New Shares will rank pari passu in all respects with each other and the Capital Reorganisation will not result in any change in the relative rights of the Shareholders.

Fractional Consolidated Shares will not be issued by the Company to Shareholders. Any fractional entitlements of the Consolidated Shares will be aggregated and sold for the benefit of the Company. Board lot size for trading in the Consolidated Shares will remain unchanged at 20,000 Consolidated Shares per board lot, which is the same board lot size for trading in the Existing Shares on the Stock Exchange. Based on the closing price of HK$0.19 per Consolidated Share (assuming the Share Consolidation becoming effective) on the Latest Practicable Date, the value of each board lot of 20,000 Consolidated Shares would be HK$3,800.

• 7 -

LETTER FROM THE BOARD

REASONS FOR THE CAPITAL RE-ORGANISATION

The Board believes that the Capital Re-organisation is beneficial to the Company and the Shareholders as a whole. The Board is of the opinion that the Capital Re-organisation will facilitate future fund raising exercises by the Company through the issuance of New Shares and the credit in the contributed surplus account arising as a result of the Capital Re-organisation may be applied by the Directors to set off against the accumulated losses of the Company.

CONDITIONS OF THE CAPITAL RE-ORGANISATION

The Capital Re-organisation is conditional on the fulfilment of the following conditions:

• (1) the passing of the necessary resolution(s) by the Shareholders to approve the Capital Re-organisation at the SGM to be convened by the Company;

• (2) compliance with the relevant legal procedures and requirements under the Bermuda laws and the GEM Listing Rules to effect the Capital Re-organisation;

• (3) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares; and

• (4) the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Capital Re-organisation.

All the above conditions cannot be waived. Assuming the above conditions are fulfilled, it is expected that the Capital Re-organisation will be effective in January 2009.

LISTING AND DEALINGS

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

Subject to the granting of the listing of, any permission to deal in, the New Shares on the Stock Exchange, the New 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 New Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any activities under CCASS is subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

FREE EXCHANGE OF SHARES CERTIFICATES FOR THE NEW SHARES

The new share certificates will be in the colour of red in order to distinguish them from the existing share certificates which are green in colour. Shareholders may exchange their share certificates for the Existing Shares for new share certificates for the New Shares on or after Thursday, 15 January 2009. This may be done free of charge by delivering the share certificates for the Existing Shares to the office of the branch share registrar, Tricor Standard Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, during the period from Thursday, 15 January 2009 to Tuesday, 3

• 8 -

LETTER FROM THE BOARD

March 2009 (both dates inclusive). After the prescribed time for free exchange of share certificates, share certificates for the Existing Shares will be accepted for exchange for share certificates for the New Shares only on payment of a fee of HK$2.50 (or such higher amount as may be stipulated by the Stock Exchange from time to time) for each new share certificate to be issued or each old share certificate submitted, whichever number of share certificates is higher, to the branch share registrar for exchange of share certificates.

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

Trading arrangements

Upon the Share Consolidation becoming effective, all existing share certificates for Existing Shares in issue immediately before the effective date will be deemed to be certificates, and will be effective as documents of title, for one fifth of that number of Existing Shares. New share certificates will be issued for New Shares. Parallel trading arrangements will be established on the Stock Exchange for dealings in New Shares in the form of the existing share certificates and in the form of the new share certificates. The trading arrangements proposed for dealings in New Shares are set out as follows:

1. with effect from 9:30 a.m. on Thursday, 15 January 2009, the original counter for trading in Existing Shares in board lots of 20,000 Existing Shares will close temporarily. A temporary counter for trading in New Shares represented by existing share certificates in board lot of 4,000 New Shares will be established. Every existing certificates for whatever number of Existing Shares will be deemed to be a certificate, and will be effective as a document of title valid for settlement and delivery for trading transacted from 9:30 a.m. on Thursday, 15 January 2009 to 4:10 p.m. on Monday, 23 February 2009 for New Shares, in the amount equivalent to one fifth of that number of Existing Shares. The existing share certificates for Existing Shares can only be traded at this temporary counter;

2. with effect from 9:30 a.m. on Tuesday, 3 February 2009, the original counter will re-open for trading in New Shares in board lots of 20,000 New Shares. Only new share certificates for the New Shares can be traded at this counter;

3. with effect from 9:30 a.m. on Tuesday, 3 February 2009 to 4:10 p.m. on Monday, 23 February 2009 (both dates inclusive) there will be parallel trading at the counters mentioned in paragraphs (1) and (2) above; and

4. the temporary counter for trading in New Shares represented by the existing share certificates in board lot of 4,000 New Shares will be removed after the close of trading on Monday, 23 February 2009. Thereafter, trading will only be in New Shares represented by new share certificates in board lot of 20,000 New Shares and the existing share certificates for Existing Shares will cease to be marketable and will not be acceptable for dealing and settlement purposes.

5. 9 -

LETTER FROM THE BOARD

Arrangement for odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company will appoint a matching agent to match the purchase and sale of odd lots of the Consolidated Shares at the relevant market price per Consolidated Share for the period from Tuesday, 3 February 2009 to Monday, 23 February 2009 (both dates inclusive). Holders of odd lots of the Consolidated Shares who wish to take advantage of this facility either to dispose of their odd lots of the Consolidated Shares or top up to a full board lot may, directly or through their brokers, contact Ms. Rosita Kiu of Kingston Securities Ltd at (852) 2298-6215 or by fax at (852) 2295-0682 during this period. Holders of odd lots of the Consolidated Shares should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Any Shareholder, who is in any doubt about the odd lot facility, is recommended to consult his/her/its own professional advisers.

ADJUSTMENT TO THE SHARE OPTIONS AND THE CONVERTIBLE NOTES

Upon the Capital Re-organisation becoming effective, the exercise/conversion price and the number of the New Shares to be issued pursuant to the Share Options and the Convertible Notes will be adjusted in accordance with the relevant provisions of Share Option Scheme relating to the Share Options and the agreement relating to the Convertible Notes. Such adjustments will be reviewed and certified by auditors or an approved merchant bank to be appointed by the Company and the Company will announce the adjustments by way of an announcement as soon as practicable after the Capital Re-organisation is being approved by the Shareholders in the SGM.

Save and except for the Share Options and the Convertible Notes, the Company has no other outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares as at the Latest Practicable Date.

GENERAL

The Capital Re-organisation including the Share Consolidation, the Capital Reduction and the Subdivision of Shares is subject to the Shareholders’ approval. No Shareholder will be required to abstain form voting on the relevant resolutions in this regard.

SGM

A notice convening a special general meeting of the Company to be held on Wednesday, 14 January 2009 at 4:30 p.m. at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong is set out on pages 13 to 15 of this circular for the purpose of considering and, if thought fit, amongst other things, the Capital Re-organisation.

• 10 -

LETTER FROM THE BOARD

A form of proxy for the SGM is enclosed with this circular. Whether or not you intend to be present at the SGM, you are requested to complete the form of proxy and return it to the office of 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, in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjournment thereof if you so wish.

PROCEDURES FOR DEMANDING A POLL

Pursuant to Bye-Law 70 of the Bye-Laws and the GEM Listing Rules, 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 three Shareholders present in person or by duly authorised corporate representative or by proxy for the time being entitled to vote at the meeting; or

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

• (v) if required by the GEM Listing Rules, the chairman of the meeting and/or any Director shall demand a poll, if such aggregate proxies held individually or collectively by (1) the chairman of a particular meeting, and/or (2) the Directors, account for 5% or more of the total voting rights at such meeting, and if on a show of hands the meeting votes in the opposite manner to that instructed in those proxies.

Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the Company’s book containing the minutes of proceedings of meetings of the Company shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

• 11 -

LETTER FROM THE BOARD

RECOMMENDATION

The Directors are of the opinion that the Capital Re-organisation is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the resolutions to be proposed at the SGM.

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 in this circular misleading; and (3) all opinions expressed in this circular have been arrived at after due and careful consideration and are found on bases and assumptions that are fair and reasonable.

On order of the Board B.A.L. Holdings Limited Siu York Chee Chairperson

• 12 -

NOTICE OF SGM

B.A.L. HOLDINGS LIMITED 變靚D控股有限公司

(Continued into Bermuda with limited liability)

(Stock Code: 8079)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of B.A.L. Holdings Limited (the “ Company ”) will be held on 14 January 2009, Wednesday, at 4:30 p.m. at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong for the purpose of considering, and if thought fit, passing the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT with effect from Thursday, 15 January 2009 at 9:30 a.m. Hong Kong time or such time or such other date and/or time as the directors of the Company may determine (the “ Effective Date’’ ):

• (a) every five (5) issued and unissued ordinary shares of HK$0.05 each (each an “ Existing Share ”) in the share capital of the Company be consolidated into one (1) share of HK$0.25 each (each a “ Consolidated Share ”) in the share capital of the Company (the “ Share Consolidation ”), and such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the bye-laws of the Company;

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

• (c) subject to and forthwith upon the Share Consolidation taking effect, the issued share capital of the Company be reduced by cancelling the paid up capital to the extent of HK$0.24 on each issued Consolidated Share of HK$0.25 each in the share capital of the Company on the Effective Date such that the nominal value of all the issued Consolidated Shares of the Company will be reduced from HK$0.25 each to HK$0.01 each (the “ Capital Reduction ”);

• (d) subject to and forthwith upon the Capital Reduction taking effect, each of the authorised but unissued Consolidated Shares of HK$0.25 each in the share capital of the Company be and is hereby subdivided into twenty-five (25) shares of HK$0.01 each (the “ Subdivision of Shares’’ , together with the Share Consolidation and the Capital Reduction, the “ Capital Re-organisation ”);

• 13 -

NOTICE OF SGM

• (e) the credit arising from the Capital Reduction be transferred to the contributed surplus account of the Company, and the directors of the Company be and are hereby authorised to utilise any credit balance in the contributed surplus account in accordance with the bye-laws of the Company and all applicable laws (including the application of such credit balance to set off against accumulated losses of the Company); and

• (f) the directors of the Company be and are hereby authorised to do all things and acts and execute all such other documents which they consider necessary, desirable, or expedient to give effect to the Capital Re-organisation.”

On order of the Board B.A.L. Holdings Limited Siu York Chee Chairperson

Hong Kong, 19 December 2008

Registered office:

Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda

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

• 14 -

NOTICE OF SGM

Notes:

1. Any member entitled to attend and vote at the Meeting or at any adjourned meetings thereof (as the case may be) is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. 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 or at any adjourned meetings thereof (as the case may be) is enclosed.

3. The form of proxy must be signed by you or your attorney duly authorized 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 authorized to sign the same.

4. To be valid, the form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be delivered at the Company’s branch share registrar in Hong Kong, Tricor Standard Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting thereof (as the case may be).

5. Completion and delivery of the form of proxy will not preclude members from attending and voting in person at the Meeting or at any adjourned meeting thereof (as the case may be) should they so wish and, in such event, the form of proxy shall be deemed to be revoked.

6. In the case of joint holders of any share of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the Meeting in personal or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

7. As at the date of this notice of the Meeting, the board of directors of the Company comprises three executive directors of the Company, namely, Ms. Siu York Chee, Mr. Leung Kwok Kui and Leung Ge Yau; and three independent non-executive directors of the Company, namely, Mr. Hung Anckes Yau Keung, Mr. Siu Yim Kwan, Sidney and Mr. Tsui Pui Hung, Walter.

8. 15 -