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

Jul 24, 2008

THis CiRCULAR is iMPORTANT AND REQUiREs YOUR iMMEDiATE ATTENTiON

if you are in doubt about this circular, you should consult your stockbroker of other registered dealer in securities, bank manger, solicitors, 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 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: 8079/8385)

MAJOR TRANsACTiON: DisPOsAL OF sALE sHAREs iN FiRsT HOLDiNGs CONsORTiUM LiMiTED

A notice convening an extraordinary general meeting of the Company to be held on 18 August 2008 at 4:30 p.m. at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong is set out on pages 24 and 25 of this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s Branch 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 EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM, 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.

25 July 2008

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 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 in order to obtain up-to-date information on GEM-listed issuers.

• i -

CONTENTS

		Page
Definitions	1
Letter from the	**Board **	4
Appendix I –	Financial information 13
Appendix II –	General information	15
**Notice of EGM **		24

• ii -

Definitions

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

“associate” has the meaning ascribed to it under the Listing Rules “Board” the board of directors of the Company “Bye-Laws” the bye-laws of the Company “Company” B.A.L. Holdings Limited, a company continued into Bermuda with limited liability, whose shares are listed on GEM “Completion Date” the 7th business day immediately after fulfillment of the Conditions “Conditions” the conditions set out in Conditions of the Disposals “Director(s)” the director(s) of the Company “Disposals” the First Disposal, Second Disposal, Third Disposal and Forth Disposal “EGM” the extraordinary general meeting of the Independent Shareholders, or any adjournment thereof, to be convened at which the Shareholders Agreement will be considered and, if thought fit, approved “First Credit” First Credit Limited, a wholly owned subsidiary of First Holdings with an authorized capital of HK$3,000,000,000 divided into 3,000,000,000 shares of HK$1.00 each “First Disposal” disposal of 384,615 Sale Shares of First Holdings “First Holdings” First Holdings Consortium Limited, a limited liability company organized under the law of British Virgin Islands with an authorized capital of US$300,000,000 divided into 300,000,000 shares of US$1 each

• “First Purchaser” Top Stanton Holdings Limited, an international business company incorporated under the Laws of British Virgin Islands

“First Sale and Purchase the agreement dated 30 June 2008 entered into between the First Agreement” Purchaser and Nutriplus for the sale and purchase of 384,615 Sale Shares of First Holdings

• 1 -

Definitions

• “Forth Disposal” disposal of 1,282,052 Sale Shares of First Holdings “Forth Purchaser” Nation Field Limited, a British Virgin Islands business company incorporated under the Laws of British Virgin Islands

• “Forth Sale and Purchase the agreement dated 30 June 2008 entered into between the Forth Agreement” Purchaser and Nutriplus for the sale and purchase of 1,282,052 Sale Shares of First Holdings

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

• “GEM Listing Rules” the Listing Rules Governing the Listing of Securities on GEM

• “Group” the Company and its subsidiaries

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

• “Independent Third Party(ies)” person(s) who or company(ies) together with its ultimate beneficial owner(s) which, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, is/are third party(ies) independent of the Company and its connected person(s)

• “Nutriplus” Nutriplus Cosmetics International Limited, a company incorporated in Hong Kong and is a wholly owned subsidiary of the Company

• “Latest Practicable Date” 22 July 2008, being the latest practicable date before the printing of this circular for ascertaining certain information for the purpose of inclusion in this circular

• “Purchasers” the First Purchaser, Second Purchaser, Third Purchaser and Forth Purchaser

• “Sale Shares” ordinary shares of US$1 each in the share capital of First Holdings

• “Sales and Purchase Agreements” the First Sale and Purchase Agreement, Second Sale and Purchase Agreement, Third Sale and Purchase Agreement and Forth Sale and Purchase Agreement

• “Second Disposal” disposal of 384,615 Sale Shares of First Holdings

• “Second Purchaser” Tam Yuk Ching, Jenny

• 2 -

Definitions

“Second Sale and Purchase	the agreement dated 30 June 2008 entered into between the
Agreement”	Second Purchaser and Nutriplus for the sale and purchase of
	384,615 Sale Shares of First Holdings
“SFO”	Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong
“Shares”	ordinary share(s) of HK$0.05 each in the share capital of the
	Company
“Shareholders”	the shareholders of the Company
“Shareholders Agreement”	the shareholders agreement dated 27 April 2007 entered into
	between First Holdings, Nutriplus and other shareholders
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Third Disposal”	disposal of 1,153,847 Sale Shares of First Holdings
“Third Purchaser”	Tse Young Lai
“Third Sale and Purchase	the agreement dated 30 June 2008 entered into between the Third
Agreement”	Purchaser and Nutriplus for the sale and purchase of 1,153,847
	Sale Shares of First Holdings
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“US$”	United States Dollars, the lawful currency of the United States
	of America

• 3 -

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: 8079/8385)

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

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

Independent non-executive Directors:

Mr. Hung Anckes Yau Keung, FCPA (Practising) FCCA, CICPA, CGA

Dr. Siu Yim Kwan, Sidney, S.B.St.J.

Mr. Tsui Pui Hung, Walter, LL.B. (Hons), LL.M, BSc (Hons)

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

25 July 2008

To the Shareholder

Dear Sir or Madam,

maJor traNSaCtIoN: dISPoSaLS of SaLe ShareS IN fIrSt hoLdINGS

INtrodUCtIoN

On 4 July 2008, the Company announced that Nutriplus, a wholly-owned subsidiary of the Company, and four independent third parties entered into four Sales and Purchase Agreements regarding the disposals of the Sale Shares in First Holdings respectively, representing approximately 20% of the issued share capital of First Holdings. The aggregate consideration for the Disposals is HK$29,000,000. The purchase prices were agreed after arm’s length negotiation between Nutriplus and the Purchasers by reference to the book value of the Sale Shares and the satisfactory gains to be realized.

The Disposals should be treated as aggregate and constitute a major transaction of the Company under Chapter 19.22 of the GEM Listing Rules and is subject to the Shareholders’ approval in the EGM in accordance with Chapter 19 of the GEM Listing Rules. However, as no Shareholder has a material interest in the Disposals, no Shareholder is required to abstain from voting for the approval of the Disposals pursuant to Rule 19.33 of the GEM Listing Rules.

• 4 -

Letter from the Board

The purposes of this circular are (i) to provide you with further details of the Sales and Purchase Agreements and other information as required the GEM Listing Rules; and (ii) to give you the notice of the EGM.

dISPoSaLS

the fIrSt dISPoSaL

fIrSt SaLe aNd PUrChaSe aGreemeNt

date

30 June 2008

Parties

Vendor: Nutriplus First Purchaser: Top Stanton Holdings Limited, an international business company incorporated under the Laws of British Virgin Islands and with principal activity being investment holding. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the First Purchaser is an Independent Third Party. Sale Shares: 384,615 Sale Shares

Consideration and payment terms for the first disposal:

The consideration of the First Disposal is HK$3,480,000 which has been determined after arm’s length negotiations between Nutiplus and the First Purchaser.

The consideration for the First Disposal is payable to Nutriplus in cash in the following manner:

• (i) an initial deposit in the sum of HK$696,000 has been paid by the First Purchaser upon signing of the First Sale and Purchase Agreement; and

• (ii) the remaining balance of HK$2,784,000 will be paid by the First Purchaser on the Completion Date.

• 5 -

Letter from the Board

the SeCoNd dISPoSaL

SeCoNd SaLe aNd PUrChaSe aGreemeNt

date

30 June 2008

Parties

Vendor: Nutriplus Second Purchaser: Tam Yuk Ching, Jenny. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Second Purchaser is an Independent Third Party. Sale Shares: 384,615 Sale Shares

Consideration and payment terms for the Second disposal:

The consideration of the Second Disposal is HK$3,480,000 which has been determined after arm’s length negotiations between Nutiplus and the Second Purchaser.

The consideration for the Second Disposal is payable to Nutriplus in cash in the following manner:

• (i) an initial deposit in the sum of HK$696,000 has been paid by the Second Purchaser upon signing of the Second Sale and Purchase Agreement; and

• (ii) the remaining balance of HK$2,784,000 will be paid by the Second Purchaser on the Completion Date.

the thIrd dISPoSaL

thIrd SaLe aNd PUrChaSe aGreemeNt

date

30 June 2008

Parties

Vendor:

Nutriplus

• 6 -

Letter from the Board

Third Purchaser: Tse Young Lai. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Third Purchaser is an Independent Third Party. Sale Shares: 1,153,847 Sale Shares

Consideration and payment terms for the third disposal:

The consideration of the Third Disposal is HK$10,440,000 which has been determined after arm’s length negotiations between Nutiplus and the Third Purchaser.

The consideration for the Third Disposal is payable to Nutriplus in cash in the following manner:

• (i) an initial deposit in the sum of HK$2,088,000 has been paid by the Third Purchaser upon signing of the Third Sale and Purchase Agreement; and

• (ii) the remaining balance of HK$8,352,000 will be paid by the Third Purchaser on the Completion Date.

the forth dISPoSaL

forth SaLe aNd PUrChaSe aGreemeNt

date

30 June 2008

Parties

Vendor: Nutriplus Forth Purchaser: Nation Field Limited, a BVI business company incorporated under the Laws of British Virgin Islands and with principal activity being investment holding. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Forth Purchaser is an Independent Third Party.

Sale Shares: 1,282,052 Sale Shares

Consideration and payment terms for the forth disposal:

The consideration of the Forth Disposal is HK$11,600,000 which has been determined after arm’s length negotiations between Nutiplus and the Forth Purchaser.

• 7 -

Letter from the Board

The consideration for the Forth Disposal is payable to Nutriplus in cash in the following manner:

• (i) an initial deposit in the sum of HK$2,320,000 has been paid by the Forth Purchaser upon signing of the Forth Sale and Purchase Agreement; and

• (ii) the remaining balance of HK$9,280,000 will be paid by the Forth Purchaser on the Completion Date.

Conditions of the disposals

1. Completion of the Disposals shall be subject to and conditional upon the passing of the resolutions by Shareholders of the Company in EGM approving those Sale and Purchase Agreements and the transactions contemplated.

2. The conditions as set out in Clause 1 cannot be waived.

3. If the conditions set out in Clause 1 are not fulfilled on or prior to 30 September 2008 or such later date as may be agreed in writing between the parties hereto, those Sale and Purchase Agreements shall terminate and Nutriplus shall, within 14 days thereof, repay to the four Purchasers the full amount of the initial deposits plus compensation representing 20% of the initial deposits paid.

4. The Disposals are not inter-conditional.

Completion date of disposals

The 7th business day immediately after fulfillment of the Conditions, or such other date as the parties may agree in writing, on which completion shall take place in accordance with the terms hereof.

INformatIoN oN fIrSt hoLdINGS

First Holdings is a limited liability company organized under the law of British Virgin Islands with an authorized capital of US$300,000,000 divided into 300,000,000 shares of US$1 each and the issued share capital is US$16,025,639 divided into 16,025,639 shares of US$1.00 each.

First Holdings currently holds 100% shareholding in First Credit which is a limited liability company incorporated in Hong Kong and is engaged in the principal business of money lending and the provision of credit such as personal loans, mortgage loans, car loans and the provision of any other forms of credit. First Holdings was incorporated in December 2006 and its subsidiary First Credit only started to operate in about April 2007.

• 8 -

Letter from the Board

The remaining 80% shareholdings of First Holdings are held by the other Independent Third Parties of the Company.

During the year ended 31 October 2007, the Group injected HK$25,000,000 to First Holdings for the Sale Shares. The unaudited net loss attributable to the Group from First Holdings is HK$49,340 for the period ended 30 April 2007. The unaudited net profit before and after income tax attributable to the Group from First Holdings are HK$3,745,172 and HK$3,020,381 respectively for the twelve months ended 30 April 2008.

USe of ProCeedS from the dISPoSaLS

The net proceeds from the Disposals amounting to approximately HK$28,900,000, which comprised the aggregate consideration of the Disposals of HK$29,000,000 and estimated expenses incurred in relation to the Disposals of approximately HK$100,000, will be applied by the Group for business expansion, possible pursuit of relevant acquisition opportunities, acquisition of suitable properties for investment purposes and/or used for general working capital purpose. The Company does not have any identified investment targets at this moment.

fINaNCIaL effeCt of the dISPoSaLS

financial effect of the first disposal

As a result of the First Disposal, it is estimated that the Group will record an unaudited gain of approximately HK$14,000 which has been determined based on the consideration of the First Disposal of HK$3,480,000, estimated expenses incurred in relation to the First Disposal of approximately HK$12,000 and the interests in First Holdings as at 30 April 2008 of approximately HK$3,454,000 (which shall be subject to adjustment based on the date of completion of the First Disposal).

Upon completion of the First Disposal, the cash and cash equivalents of the Group will increase by approximately HK$3,468,000 while interests in associates will decrease by approximately HK$3,454,000.

financial effect of the Second disposal

As a result of the Second Disposal, it is estimated that the Group will record an unaudited gain of approximately HK$14,000 which has been determined based on the consideration of the Second Disposal of HK$3,480,000, estimated expenses incurred in relation to the Second Disposal of approximately HK$12,000 and the interests in First Holdings as at 30 April 2008 of approximately HK$3,454,000 (which shall be subject to adjustment based on the date of completion of the Second Disposal).

Upon completion of the Second Disposal, the cash and cash equivalents of the Group will increase by approximately HK$3,468,000 while interests in associates will decrease by approximately HK$3,454,000.

• 9 -

Letter from the Board

financial effect of the third disposal

As a result of the Third Disposal, it is estimated that the Group will record an unaudited gain of approximately HK$42,000 which has been determined based on the consideration of the Third Disposal of HK$10,440,000, estimated expenses incurred in relation to the Third Disposal of approximately HK$36,000 and the interests in First Holdings as at 30 April 2008 of approximately HK$10,362,000 (which shall be subject to adjustment based on the date of completion of the Third Disposal).

Upon completion of the Third Disposal, the cash and cash equivalents of the Group will increase by approximately HK$10,404,000 while interests in associates will decrease by approximately HK$10,362,000.

financial effect of the forth disposal

As a result of the Forth Disposal, it is estimated that the Group will record an unaudited gain of approximately HK$48,000 which has been determined based on the consideration of the Forth Disposal of HK$11,600,000, estimated expenses incurred in relation to the Forth Disposal of approximately HK$40,000 and the interests in First Holdings as at 30 April 2008 of approximately HK$11,512,000 (which shall be subject to adjustment based on the date of completion of the Forth Disposal).

Upon completion of the Forth Disposal, the cash and cash equivalents of the Group will increase by approximately HK$11,560,000 while interests in associates will decrease by approximately HK$11,512,000.

First Holdings is regarded as an associate of the Group before the Completion Date. Equity accounting method has been adopted in the consolidated financial statements of the Group regarding the Group’s interests in First Holdings. In the case that not all of the Disposals are completed, upon completion of either one of the Disposals, the Group’s interests in First Holdings will become available-for-sale financial assets.

As stated above, it is estimated that the Group will record an aggregate unaudited gain of approximately HK$118,000 which has been determined based on the aggregate consideration of the Disposals of HK$29,000,000, estimated expenses incurred in relation to the Disposals of approximately HK$100,000 and the interests in First Holdings as at 30 April 2008 of approximately HK$28,782,000 (which shall be subject to adjustment based on the date of completion of the Disposals).

Upon completion of the Disposals, the interests in associates will reduce by approximately HK$28,782,000 while the cash and cash equivalents will increase by HK$28,900,000.

• 10 -

Letter from the Board

reaSoNS aNd BeNefIt for the dISPoSaLS

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

Pursuant to the Shareholders Agreement, no dividend and profits will be distributed to its shareholders before First Holdings or its subsidiaries going public in the main board of a major stock exchange in the world. Since First Holdings was only set up in April 2007, it is anticipated that First Holdings or its subsidiaries will not go public before mid-2009. The Directors are of the view that the Disposals provides good opportunities for the Group to realize immediate gains. According to the Company’s interim report for the six months ended 30 April 2008, the Group’s cash and cash equivalents were approximately HK$33,177,000.

In view of the satisfactory immediate gains that would be realized as a result of the Disposals, the Directors consider that the terms of the Disposals are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Gem LIStING rULeS ImPLICatIoNS

As the applicable percentage ratios in Rule 19.06 of the GEM Listing Rules with respect to the Disposals exceed 25% but are not more that 75%, the Disposals should be treaded as aggregate and constitute a major transaction of the Company under Chapter 19.22 of the GEM Listing Rules and is subject to the Shareholders’ approval in the EGM in accordance with Chapter 19 of the GEM Listing Rules.

eGm

A notice convening an extraordinary general meeting of the Company to be held on Monday, 18 August 2008 at 4:30 p.m. at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong is set out on pages 24 and 25 of this circular for the purpose of considering and, if thought fit, passing the ordinary resolutions in respect of the Sales and Purchase Agreements. Pursuant to Rule 19.46 of the GEM Listing Rules, as none of the Shareholders has a material interest in the Disposals, no Shareholder is required to abstain from voting for the approval of the Disposals.

A form of proxy for 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 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 EGM or any adjournment thereof. 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.

• 11 -

Letter from the Board

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 by:

• (a) the Chairman of the meeting; or

• (b) at least three Shareholders present in person or by duly authorized corporate representative or by proxy for the time being entitled to vote at the meeting; or

• (c) any Shareholder or Shareholders present in person or by duly authorized 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

• (d) 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

• (e) if required by the GEM Listing Rules, the chairman of the meeting and/or Director shall demand a poll, if such aggregate proxies held individually or collectively by (i) the chairman of a particular meeting, and/or (ii) 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.

reCommeNdatIoN

The Directors are of the opinion that the Disposals are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of the relevant resolutions to be proposed at the EGM.

addItIoNaL INformatIoN

Your attention is also drawn to the financial and other information as set out in Appendices I to II to this circular.

On order of the Board

B.a.L. holdings Limited Siu York Chee Director

• 12 -

FinAnciAl inFormAtion oF the Group

Appendix i

1. indeBtedneSS StAtement

As at the close of business on 30 June 2008 (being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular), the Group had outstanding indebtedness denominated in Hong Kong dollars of approximately HK$30.1 million. The indebtedness comprised mortgage loans from banks and finance lease from financial institutions of approximately HK$18.5 million and HK$0.9 million respectively, loans from minority shareholders of approximately HK$0.7 million and convertible loan notes issued to Dr. Ho Wai Sun with principal amount of HK$10.0 million at an initial conversion price of HK$0.22 per Share which shall be subject to adjustment arising from the share consolidation effective from 27 June 2008.

The Group’s loans from banks and financial institutions were secured by certain properties and equipment of the Group with net carrying amount of approximately HK$29.3 million as at 30 June 2008, corporate and personal guarantees executed by the Company and a Director respectively and rental assignment of the Property executed in favour of a bank, interest bearing at floating rates ranging from 2.50% to 3.00% per annum as at 30 June 2008 and repayable by monthly instalment within 10 years. The loans from minority shareholders were unsecured, interest free and repayable on demand. The Group has issued two-year zero coupon convertible loan notes expiring on 18 January 2010 to Dr. Ho Wai Sun and it may be converted at the end of the twelve month up to HK$5.0 million and the remaining may be fully converted at the maturity date.

As at the close of business on 30 June 2008, the Group has received a small claim in amount of HK$50,000 filed at Hong Kong Small Claims Tribunal in respect of matters concerned with the provision of beauty services. The claim was dismissed by the Small Claim Tribunal on 30 April 2008 and the plaintiff Madam Wan lodged an appeal against the decision of the Small Claim Tribunal. In addition to the above, the Group also noted that a Generally Endorsed Writ was issued but so far the plaintiff has not taken any further action since the issue of the Writ. No claiming amount was stated in the Writ and the claim amount is uncertain.

As at the close of business on 30 June 2008, the Company has executed corporate guarantees to third parties with respect to operating leases of approximately HK$1.0 million and advertising contracts of certain subsidiaries of approximately HK$0.5 million.

Save as aforesaid, and apart from intra-group liabilities, the Group did not have any outstanding mortgages, charges, debentures, loan capital, debt securities, term loans and overdrafts or other similar indebtedness, finance lease or hire purchase commitment, liabilities under acceptance (other than normal trade bills) or acceptance credits, other borrowings or indebtedness in the nature of borrowings or any guarantees or other material contingent liabilities as at the close of business on 30 June 2008.

As at the Latest Practicable Date, the Directors were not aware of any material change in respect of the indebtedness or other contingent liabilities of the Group since 30 June 2008.

• 13 -

FinAnciAl inFormAtion oF the Group

Appendix i

2. FinAnciAl And trAdinG proSpectS oF the Group

As stated in the Company’s annual report for the year ended 31 October 2007, the Group’s audited consolidated turnover amounted to approximately HK$170.8 million, representing an increase of approximately 17% as compared to the prior year while the Group’s audited consolidated profit for the year ended 31 October 2007 was approximately HK$16.5 million.

In November 2007, the Group has engaged Dr. Ho Wai Sun, a registered plastic surgeon who opened a plastic surgery centre located at New World Tower, Central, Hong Kong. The Directors expect the business of this centre will contribute significantly to the Group’s profit. To broaden our business activities, the Group has dealt with activities in properties and quoted shares investment and it become a part of the core business of the Group.

In view of the decline in the body slimming business, the Group will be seeking new business opportunities when conditions justify.

3. WorKinG cApitAl

The Directors, after due and careful consideration, are of the opinion that, after taking into account the internal financial resources, the cash flows to be generated from the operating activities and the estimated net proceeds of the Disposal, the Group will have sufficient working capital for at least twelve months from the date of this circular.

• 14 -

GenerAl informAtion

Appendix ii

1. 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 Group. 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 founded on bases and assumptions that are fair and reasonable.

2. diSCloSUre of intereStS

• (i) interests and short positions of the directors or chief executives in the Shares, underlying shares and debentures of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the Shares, underlying Shares and debentures of the Company and its associated corporations (within the meaning of part XV of the SFO), which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the Directors to be notified to the Company and the Stock Exchange were as follows:

(a) Interest in Shares

Long positions

			Approximate
			percentage to
			the issued share
			capital of the
			Company as at
			the latest
			practicable
name	type of interest	no. of Shares	date
Ms. Siu York Chee	Personal	17,873,446	10.49%
(Notes 1 and 2)
Mr. Leung Kwok Kui	Personal	17,873,446	10.49%
(Note 3)

• 15 -

GenerAl informAtion

Appendix ii

Notes:

1. Heavenly Blaze Limited is beneficially owned as to (i) 46% by Mr. Shiu Stephen Junior, nephew of Ms. Siu York Chee (being the executive Directors); (ii) 34% by Mr. Shiu Yeuk Yuen, younger brother of Ms. Siu York Chee, and Ms. Siu York Chee together hold on behalf of Ms. Shiu Yo Yo and Ms. Shiu Sound Sound, nieces of Ms. Siu York Chee; (iii) 16% by Ms. Shiu Ting Yan, Denise, niece of Ms. Siu York Chee; (iv) 1% by Mr. Cheng Jut Si; and (v) 3% by One Dollar Productions Limited which is beneficially owned as to 25% by Mr. Shiu Stephen Junior; and 75% by Ms. Hau Lai Mei, the step-mother of Mr. Shiu Stephen Junior.

2. Ms. Siu York Chee and Mr. Shiu Yeuk Yuen are the trustees of Ms. Shiu Yo Yo and Ms. Shiu Sound Sound.

3. Mr. Leung Kwok Kui, the executive Director, is the spouse of Ms. Siu York Chee.

4. (b) Interest in convertible loan notes

Approximate percentage of the underlying Shares to the issued share capital of the Company as number of at the latest underlying practicable name type of interest Shares held date Mr. Ho Wai Sun Personal 9,090,909 5.33% (Note)

• Note: Mr. Ho was issued with convertible loan notes on 18 January 2008 with a principal amount of HK$10,000,000 at an adjusted conversion price of HK$1.10 per Share (the “Convertible Notes”). Upon full conversion of the Convertible Notes, a maximum of 9,090,909 Shares will be issued to Mr. Ho which shall be subject to adjustment arising from the share consolidation effective from 27 June 2008. The Company has 170,441,281 Shares in issue as at the Latest Practicable Date.

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GenerAl informAtion

Appendix ii

(c) Interest in share options

			Approximate
			percentage of
			the underlying
			Shares to the
			issued share
		outstanding	capital of the
		share options	Company as
		as at the latest	at the latest
		practicable	practicable
name	type of interest	date	date
Mr. Ho Wai Sun	Personal	1,424,412	0.83%
(Note)

Note: Mr. Ho was issued with the share options on 1 February 2008 at an adjusted subscription price of HK$1.00 per Share which shall be subject to adjustment arising from the share consolidation effective from 27 June 2008.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interest or short position in the Shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including any interests and short positions which they were taken or deemed to have under such provisions of the SFO) or (b) are required, pursuant to section 352 of the SFO, to be entered in the register maintained by the Company referred to therein, or (c) are required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules, to be notified to the Company and the Stock Exchange.

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GenerAl informAtion

Appendix ii

• (ii) interests and short positions of substantial Shareholders in the Shares, underlying shares and debentures of the Company and its associated corporations

• (a) Interest in the Shares

Long positions

			Approximate
			percentage to
			the issued share
			capital of the
			Company as at
			the latest
			practicable
name	type of interest	no. of Shares	date
Heavenly Blaze	Corporate	14,965,583	8.78%
Limited_(note 1)_
Mr. Shiu Stephen	Personal	19,342,583	11.35%
Junior_(note 1)_
Mr. Shiu Yeuk Yuen	Personal	22,364,893	13.12%
(notes 1 & 2)
Ms. Hau Lai Mei	Personal	22,364,893	13.12%
(note 1)
Everproven Limited	Corporate	16,360,000	9.60%
(note 3)
Chan Boon Ho, Peter	Personal	16,360,000	9.60%
(note 3)

Notes:

1. Heavenly Blaze Limited is beneficially owned as to (i) 46% by Mr. Shiu Stephen Junior, nephew of Ms. Siu York Chee (being the executive Directors); (ii) 34% by Mr. Shiu Yeuk Yuen, younger brother of Ms. Siu York Chee, and Ms. Siu York Chee together hold on behalf of Ms. Shiu Yo Yo and Ms. Shiu Sound Sound, nieces of Ms. Siu York Chee; (iii) 16% by Ms. Shiu Ting Yan, Denise, niece of Ms. Siu York Chee; (iv) 1% by Mr. Cheng Jut Si; and (v) 3% by One Dollar Productions Limited which is beneficially owned as to 25% by Mr. Shiu Stephen Junior; and 75% by Ms. Hau Lai Mei, the step-mother of Mr. Shiu Stephen Junior.

2. Ms. Siu York Chee and Mr. Shiu Yeuk Yuen are the trustees of Ms. Shiu Yo Yo and Ms. Shiu Sound Sound.

3. Everproven Limited is beneficially owned as to 100% by Mr. Chan Boon Ho, Peter.

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GenerAl informAtion

Appendix ii

(b) Interest in share options

			Approximate
			percentage of
			the underlying
			Shares to the
			issued share
		outstanding	capital of the
		share options	Company as
		as at the latest	at the latest
		practicable	practicable
name	type of interest	date	date
Ms. Hau Lai Mei	Personal	778,610	0.46%
(note)

Note: The no. of share options which shall be subject to adjustment based on the final review and confirmed by the auditors of the Company after the share consolidation effective from 27 June 2008.

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any other person who had an interest or short position in the Shares or underlying Shares or debentures of the Company which would fall to be disclosed under Divisions 2 and 3 of Part XV of the SFO, or who was interested in 5% or more of the nominal value of any class of share capital, or options in respect of such capital, carrying rights to vote in all circumstances at general meetings of the Company.

(iii) interests in assets of the Group

Up to the Latest Practicable Date, none of the Directors had any direct or indirect material interest in any assets which have been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any members of the Group since 31 October 2007, being the date to which the latest published audited financial statements of the Company were prepared.

(iv) interests in contracts of the Company

None of the Directors was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date which was significant in relation to the business of the Group taken as a whole.

(v) interests in competing business

As at the Latest Practicable Date, none of the Directors or the management shareholders of the Company and their respective associates had an interest in a business which competes or may compete with the business of the Group or had any other conflict of interest which any such person had or might have with the Group pursuant to Rule 11.04 of the GEM Listing Rules.

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GenerAl informAtion

Appendix ii

2. SerViCe ContrACtS

Each of Ms. Siu York Chee and Mr. Leung Kwok Kui has entered into a service contract with the Company. Their appointments are for a term of five (5) years commencing from 1 September 2004 and shall continue thereafter for a successive term of one (1) year subject to termination by either party by not less than 6 months’ written notice. Each of Ms. Siu York Chee and Mr. Leung Kwok Kui receives a remuneration of HK$50,000 and HK$30,000 per month under their respective service contract with the Company.

Mr. Ho Wai Sun (“Mr. Ho”) has entered into a service contract with Top Empire Limited (“Top Empire”), an indirect wholly-owned subsidiary of the Company. His appointment is for a term of five (5) years commencing from 10 December 2007 subject to termination by either party by not less than 3 months’ written notice. Mr. Ho is entitled to receive monthly fees based on the revenue of Top Empire and its subsidiaries.

Ms. Leung Ge Yau (“Ms. Leung”) has entered into an employment contract as the legal counsel with the Company. The appointment is for a term of three (3) years commencing from 1 March 2008 subject to termination by either party by 6 months’ written notice. Ms. Leung is entitled to a monthly remuneration of HK$90,000 and a discretionary bonus as determined by the remuneration committee of the Company.

Save as disclosed herein, none of the Directors has any existing or proposed service contract (excluding contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation)) with any member of the Group.

3. litiGAtion

As at the Latest Practicable Date, the Group noted that a Generally Endorsed Writ was issued by one Pang Ka Kin (“Mr. Pang”) against the Group for damages for personal injury, loss and damage arising out of the negligence and/or breach of duty in administering slimming programmes and/or medical treatment during the period from around mid-May 2004 to around mid-June 2004, but Mr. Pang so far has not taken any further action since the issue of the Writ. No claiming amount was stated in the Writ and the claim amount is uncertain. One Wan Kam Ying (“Madam Wan”) lodged a claim against Be a Lady Limited for services rendered at HK$50,000. The claim was dismissed by the Small Claim Tribunal on 30 April 2008. Madam Wan lodged an appeal against the decision of the Small Claim Tribunal. Save as disclosed herein, none of the Directors were not aware any litigation or arbitration of material importance and no litigation or claims of material importance is known to the Directors to be pending or threatened by or against the Company.

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GenerAl informAtion

Appendix ii

4. mAteriAl ContrACtS

The following contracts, not being contracts in the ordinary course of business of the Group, have been entered into by members of the Group, within the two years preceding the date of this circular and are or may be material:

• (a) a subscription agreement dated 1 March 2007 entered into among the Company and Fok Siu Wing, Chan Wing Lok, Leung Ngok and Lei Hong Wai (the “Share Subscribers”) in relation to the subscription of 69,600,000 Shares by the Share Subscribers;

• (b) a subscription agreement dated 1 March 2007 entered into between the Company and Siu York Chee in relation to the subscription of 41,800,000 Shares;

• (c) a shareholders’ agreement dated 27 April 2007 entered into among First Holdings Consortium Limited. (“First Holdings”), Nutriplus Cosmetics International Limited (“Nutriplus”) and other subscribers other than Nutriplus and Win Action Limited in relation to the subscription of 3,205,129 shares in the issued share capital of First Holdings by Nutriplus;

• (d) a top-up placing and subscription agreement dated 18 July 2007 entered into among Siu York Chee, Everproven Limited and Kingston Securities Limited in relation to the placing of 101,000,000 Shares by Siu York Chee and Everproven Limited and the subscription of 101,000,000 Shares;

• (e) a placing agreement dated 24 August 2007 entered into between the Company and Kingston Securities Limited in relation to the placing of 270,000,000 Shares; and

• (f) an underwriting agreement dated 16 October 2007 entered into between the Company, Kingston Securities Limited and Heavenly Blaze Limited in relation to the Rights Issue.

• (g) A top-up placing and subscription agreement dated 29 May 2008 entered into among Heavenly Blaze Limited and Kingston Securities Limited in relation to the placing of 40,000,000 Shares by Heavenly Blaze Limited and the subscription of 40,000,000 Shares; and

• (h) a placing agreement dated 29 May 2008 entered into between the Company and Kingston Securities Limited in relation to the placing of 100,000,000 Shares.

5. GenerAl

• (a) The registered address of the Company is at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda.

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GenerAl informAtion

Appendix ii

• (b) The head office and principal place of business of the Company in Hong Kong is at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong.

• (c) The share registrar and transfer agent of the Company in Hong Kong is Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (d) The Company established an audit committee in October 2001 with terms and reference in compliance with the GEM Listing Rules. The primary duties of the audit committee are to review the annual report and accounts, interim reports and quarterly reports of the Company and internal control system of the Company. The audit committee of the Company comprises three members, including one independent non-executive Director who possesses the appropriate professional qualifications or accounting or related financial management expertise. Details of the members of the audit committee are set out below.

mr. HUnG Anckes Yau Keung , FCPA (Practising), FCCA, CICPA, CGA , aged 55, is a Certified Public Accountant, Chairman of the Audit Committee, was appointed as an independent non-executive Director of the Company in October 2003. Mr. Hung has over 25 years experience in accounting. He is a fellow of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants, the Certified General Accountants Association, and an overseas non-practising member of the Chinese Institute of Certified Public Accountants.

Mr. Hung is now the practising director of KND & Co. CPA Limited, Certified Public Accountants (Practising). He is the Honorary Treasurer of The Overseas CICPA Members Association since the incorporation of the Association. He is also the Visiting Professor of the Southwestern University of Finance and Economics and the Research Institute of Economics of the Shenzhen University in China.

dr. SiU Yim Kwan, Sidney (“dr. Siu”) , S.B.St.J. , aged 61, Dr. Siu was appointed as an independent non-executive director of the Company in December 2004. Dr. Siu is the non-executive director of Wang On Group Limited, a listed company in Hong Kong since November 1993.

Dr. Siu is a director of The Association of The Directors & Former Directors of Pok Oi Hospital Limited, Bright China Foundation Limited and Chiu Yang Residents Association of Hong Kong Limited, those companies are non-profitable association and providing community services in Hong Kong.

Dr. Siu is also a director of The Hong Kong Tae Kwon Do Association Limited, a sport association in Hong Kong and also an executive member of a number of charitable organizations and sports associations.

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GenerAl informAtion

Appendix ii

mr. tSUi pui Hung Walter (“mr. tsui”) , LL.B. (Hons), LL.M, BSc (Hons), aged 32, is a practicing solicitor of the High Court of Hong Kong. Mr. Tsui holds the degrees of a Master in Laws from University of London, a Bachelor of Laws (with Honours) from Manchester Metropolitan University, a Bachelor of Science (with Honours) from the Chinese University of Hong Kong and a Diploma in translation from the Chinese University of Hong Kong. Mr. Tsui has years of senior management experience and is familiar with internal control issues and regulatory rules of listed company.

• (e) The compliance officer of the Company is Ms. Siu York Chee.

• (f) The qualified accountant and the company secretary of the Company is Mr. Lo Gun Yuen, Raymond (CPA) .

• (g) In any event of inconsistency, the English language text of this circular shall prevail over the Chinese language text.

6. doCUmentS AVAilABle for inSpeCtion

Copies of the following documents will be available for inspection during business hours at the head office and principal place of business in Hong Kong of the Company at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong from the date of this circular up to and including the date of EGM:

• (a) the Bye-Laws of the Company;

• (b) the service contracts referred to under the section headed “Service contracts” in this Appendix;

• (c) the material contracts referred to under the section headed “Material contracts” in this Appendix;

• (d) the annual reports of the Company for each of the financial years ended 31 October 2005, 2006 and 2007, the first quarterly report of the Company for the three months and six months ended 31 January 2008 and 30 April 2008 respectively; and

• (e) this circular.

• 23 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

B.A.L. HOLDINGS LIMITED 變靚D控股有限公司

(Continued into Bermuda with limited liability)

(Stock code: 8079/8385)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“EGM”) of B.A.L. Holdings Limited (the “Company”) will be held on Monday, 18 August 2008 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 resolutions (with or without modifications) as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “THAT:

the First Sale and Purchase Agreement (as defined in the circular of which this notice forms part (the “Circular”)) dated 30 June 2008 entered into between Nutriplus Cosmetics International Limited and Top Stanton Holdings Limited in relation to the First Disposal (as defined in the Circular) (a copy of the First Sale and Purchase Agreement has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) and all the transactions contemplated therein be and they are hereby approved, confirmed and ratified in all respects.”;

2. “THAT:

the Second Sale and Purchase Agreement (as defined in the circular of which this notice forms part (the “Circular”)) dated 30 June 2008 entered into between Nutriplus Cosmetics International Limited and Tam Yuk Ching, Jenny in relation to the Second Disposal (as defined in the Circular) (a copy of the Second Sale and Purchase Agreement has been produced to the meeting marked “B” and signed by the chairman of the meeting for the purpose of identification) and all the transactions contemplated therein be and they are hereby approved, confirmed and ratified in all respects.”;

3. “THAT:

the Third Sale and Purchase Agreement (as defined in the circular of which this notice forms part (the “Circular”)) dated 30 June 2008 entered into between Nutriplus Cosmetics International Limited and Tse Young Lai in relation to the Third Disposal (as defined in the Circular) (a copy of the Third Sale and Purchase Agreement has been produced to the meeting marked “C” and signed by the chairman of the meeting for the purpose of identification) and all the transactions contemplated therein be and they are hereby approved, confirmed and ratified in all respects.”; and

• 24 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

4. “THAT:

the Forth Sale and Purchase Agreement (as defined in the circular of which this notice forms part (the “Circular”)) dated 30 June 2008 entered into between Nutriplus Cosmetics International Limited and Nation Field Limited in relation to the Forth Disposal (as defined in the Circular) (a copy of the Forth Sale and Purchase Agreement has been produced to the meeting marked “D” and signed by the chairman of the meeting for the purpose of identification) and all the transactions contemplated therein be and they are hereby approved, confirmed and ratified in all respects.”

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

Hong Kong, 25 July 2008

Registered office: Head office and principal place of Canon’s Court, business in Hong Kong: 22 Victoria Street, Room 1401, 14th Floor Hamilton HM 12, Guardian House Bermuda 32 Oi Kwan Road Wanchai, Hong Kong

Notes:

1. A shareholder of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Standard Limited, 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 three executive Directors namely Ms. Siu York Chee, Doreen, Mr. Leung Kwok Kui and Ms. Leung Ge Yau; and three independent non-executive Directors namely Mr. Hung Anckes Yau Keung, Dr. Siu Yim Kwan, Sidney and Mr. Tsui Pui Hung, Walter.

5. 25 -