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

Jun 4, 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, 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 SHARE CONSOLIDATION

A notice convening an special general meeting of the Company to be held on Thursday, 26 June 2008 at 5:00 p.m. at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong is set out on pages 12 and 13 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.

5 June 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 and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website at www.hkgem.com in order to obtain up-to-date information on GEM-listed issuers.

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CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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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

• “CCASS”

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

• “Company”

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

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

• “Consolidated Share(s)” share(s) of HK$0.05 par value each in the issued and unissued share capital of the Company after the Share Consolidation becoming effective

• “Convertible Notes”

• the two-year zero coupon convertible loan notes in the principal amount of HK$10 million issued by the Company in favour of Dr. Ho Wai Sun as more particularly described in the circular of the Company dated 27 December 2007

• “Director(s)” director(s) of the Company

• “Existing Shares”

• the 30,000,000,000 existing Shares of HK$0.01 par value 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 Enterprise Market of the Stock Exchange

• “GEM Listing Rules”

the Rules Governing the Listing of Securities on the GEM

• “Group” the Company and its subsidiaries

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC

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DEFINITIONS

• “Last Trading Date” 2 June 2008, being the last trading date for the Shares on the Stock Exchange before the date of this circular

• “PRC” People’s Republic of China “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 on Thursday, 26 June 2008, at 5:00 p.m. to consider and, if thought fit, to approve, among other things, the Share Consolidation

• “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Share Consolidation” the proposed consolidation of every five (5) Existing Shares of HK$0.01 par value each in the issued and unissued share capital of the Company into one (1) Consolidated Share of HK$0.05 par value each in the issued and unissued share capital in the Company

• “Share Options” the 38,250,840 share options to subscribe for Shares granted under the Share Option Scheme before the Share Consolidation becoming effective

• “Share Option Scheme” the share option scheme adopted by the Company on 24 September 2001

• “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong

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EXPECTED TIMETABLE

Set out below is the expected timetable for the Share Consolidation. 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 4:00 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.

2008 Latest time for return of form of proxy in respect of the SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5:00 p.m. Tuesday, 24 June SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5:00 p.m. Thursday, 26 June Effective time and date of Share Consolidation. . . . . . . . . . . . . . . . . . . . . 9:30 a.m. Friday, 27 June Dealings in Consolidated Shares commence . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. Friday, 27 June Original counter for trading in Existing Shares in existing share certificates in board lots of 20,000 Existing Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. Friday, 27 June Temporary counter for trading in board lots of 4,000 Consolidated Shares (in the form of existing share certificates) opens. . . . . . . . . . . . . . . . . . 9:30 a.m. Friday, 27 June First day of free exchange of existing share certificates for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 27 June Designated broker starts to stand in the market to provide matching services for sale and purchase of odd lots of Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 14 July Original counter for trading in Consolidated Shares in board lots of 20,000 Consolidated Shares (only new certificates for the Consolidated Shares can be traded at this counter) re-opens . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. Monday, 14 July Parallel trading in the form of new share certificate for the Consolidated Shares and listing share certificate commences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. Monday, 14 July

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EXPECTED TIMETABLE

Temporary counter for trading in board lots of

• 4,000 Consolidated Shares (in the form of existing

share certificates) closes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:10 p.m. Monday, 4 August

Parallel trading in Consolidated Shares

• (in the form of new share certificates for Consolidated

Shares and existing share certificates) ends. . . . . . . . . . . . . . . . . . . .4:10 p.m. Monday, 4 August

Designated broker ceases to stand in the market

• to provide matching services for sale and purchase

of odd lots of Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . .4:10 p.m. Monday, 4 August

Last day for free exchange of the existing share

certificates for new share certificates for the Consolidated Shares . . . . . . . . . Monday, 11 August

Note: All times in this circular refer to Hong Kong times.

• The expected effective date for the Share Consolidation is subject to the relevant conditions (including Shareholders’ approval) being fulfilled.

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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

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

5 June 2008

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION

INTRODUCTION

On 16 May 2008, the Board announced its proposal to implement the Share Consolidation involving a consolidation of every five (5) shares of HK$0.01 par value each in the issued and unissued share capital of the Company into one (1) share of HK$0.05 par value each. The purpose of this circular is to provide you with information relating to the proposed Share Consolidation and to give you a notice of the SGM to be held to consider and, if thought fit, to approve, amongst other things, the Share Consolidation.

SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation involving a consolidation of every five (5) Existing Shares of HK$0.01 par value each in the issued and unissued share capital of the Company into one (1) Consolidated Share of HK$0.05 par value each.

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LETTER FROM THE BOARD

Effect of the Share Consolidation

As at the date of this circular, the authorised share capital of the Company is HK$300,000,000.00 comprising 30,000,000,000 Existing Shares, of which 712,206,405 Existing Shares have been allotted and issued as fully paid or credited as fully paid.

Upon the Share Consolidation taking effect and on the basis that the Company does not allot and issue any further Existing Shares prior thereto, the authorised share capital of the Company shall remain at HK$300,000,000.00 comprising 6,000,000,000 Consolidated Shares and of which 142,441,281 Consolidated Shares will be in issue. The Consolidated Shares will rank pari passu in all respects with each other.

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$0.255 per Consolidated Share (assuming the Share Consolidation becoming effective) on the Last Trading Date, the value of each board lot of 20,000 Consolidated Shares would be HK$5,100.

Other than the expenses incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the interests or rights of the Shareholders.

Application for listing of Consolidated Shares

Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue upon the Share Consolidation taking effect.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, the Consolidated 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 Consolidated Shares on the Stock Exchange or, under contingent situation, such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

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LETTER FROM THE BOARD

Conditions of the Share Consolidation

The Share Consolidation is conditional on:

• (i) the passing by the Shareholders of an ordinary resolution to approve the Share Consolidation at the SGM; and

• (ii) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued.

The Share Consolidation will be effective at the time when the above conditions are fulfilled, which is expected to be on 27 June 2008.

Reasons for the Share Consolidation

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the listed issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. Over the last year, the trading prices of the Shares quoted on the Stock Exchange have been within the range from the highest of HK$0.73 to the lowest of HK$0.05, which is close to the extremity of HK$0.01 per Share. As such, the Company proposes to implement the Share Consolidation in compliance with the GEM Listing Rules.

In addition, the proposed Share Consolidation will reduce the number of board lots in the market and, as a result, the transaction costs incurred by the Shareholders and potential investors of the Company based on the number of board lots of the Consolidated Shares would be lower. The Directors believe that the Share Consolidation is in the best interest of the Company and the Shareholders as a whole.

TRADING ARRANGEMENTS

Upon the Share Consolidation becoming effective, all existing share certificates for any number of 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 Consolidated Shares. Parallel trading arrangements will be established on the Stock Exchange for dealings in Consolidated 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 Consolidated Shares are set out as follows:

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LETTER FROM THE BOARD

• (i) with effect from 9:30 a.m. on Friday, 27 June, 2008, 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 Consolidated Shares represented by existing share certificates in board lot of 4,000 Consolidated 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 Friday, 27 June 2008 to 4:10 p.m. on Monday, 4 August 2008 for Consolidated 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;

• (ii) with effect from 9:30 a.m. on Monday, 14 July 2008, the original counter will re-open for trading in Consolidated Shares in board lots of 20,000 Consolidated Shares. Only new share certificates for the Consolidated Shares can be traded at this counter;

• (iii) with effect from 9:30 a.m. on Monday, 14 July 2008 to 4:10 p.m. on Monday, 4 August, 2008 (both dates inclusive) there will be parallel trading at the counters mentioned in (i) and (ii) above; and

• (iv) the temporary counter for trading in Consolidated Shares represented by the existing share certificates in board lot of 4,000 Consolidated Shares will be removed after the close of trading on Monday, 4 August, 2008. Thereafter, trading will only be in Consolidated Shares represented by new share certificates in board lot of 20,000 Consolidated Shares and the existing share certificates for Existing Shares will cease to be marketable and will not be acceptable for dealing and settlement purposes.

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 Monday, 14 July 2008 to Monday, 11 August, 2008 (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) 22950682 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.

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LETTER FROM THE BOARD

Free exchange of share certificates

The new share certificates will be in the colour of green in order to distinguish them from the existing share certificates which are yellow in colour. Shareholders may exchange their share certificates for the Existing Shares for new share certificates for the Consolidated Shares on or after Friday, 27 June 2008. This may be done free of charge by delivering the share certificates for the Existing Shares to the office of the Registrar, Tricor Standard Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, during the period from Friday, 27 June 2008 to Monday, 11 August, 2008 (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 Consolidated 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 Registrar for exchange of share certificates.

It is expected that new share certificates for the Consolidated 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 Registrar. Unless otherwise instructed, new share certificates for the Consolidated Shares will be issued in board lots of 20,000 Consolidated Shares.

Effect of the Share Consolidation on the share capital of the Company

The following table shows the total authorised share capital of the Company as at the date of this circular and immediately after the Share Consolidation becoming effective:

				Immediately after	Immediately after
	As at the date			the Share Consolidation
	of this circular			becoming effective
				Number of
	Number of			Consolidated
	Existing Shares		HK$	Shares	HK$
Total authorized	30,000,000,000	300,000,000.00		6,000,000,000	300,000,000.00
Total issued	712,206,405	7,122,064.05		142,441,281	7,122,064.05
Total unissued	29,287,793,595	292,877,935.95		5,857,558,719	292,877,935.95

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LETTER FROM THE BOARD

ADJUSTMENT TO THE SHARE OPTIONS AND CONVERTIBLE NOTES

Upon the Share Consolidation becoming effective, the exercise/conversion price and the number of Consolidated 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 in due course.

The overriding principle as set out in the Stock Exchange’s letter dated 5 September 2005 is that no adjustments to the exercise price or number of shares should be to the advantage of the Share Option Scheme participants without prior shareholders’ approval. The adjustment that will be made to the exercise price for the Share Options in general will accord with the overriding principle.

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 date of this circular.

SGM

A notice convening a special general meeting of the Company to be held on Thursday, 26 June 2008 at 5:00 p.m. at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong is set out on pages 12 and 13 of this circular for the purpose of proposed Share Consolidation.

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

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LETTER FROM THE BOARD

• (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 (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.

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.

RECOMMENDATION

The Directors are of the opinion that the Share Consolidation is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the resolution 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

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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 Thursday, 26 June 2008 at 5:00 p.m. (the “ Meeting ”) 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 ordinary resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT subject to and conditional upon the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) of the listing of, and permission to deal in, the ordinary shares of the Company consolidated in the manner as set out in paragraph (a) of this resolution below:

2. (a) every five (5) issued and unissued ordinary shares of HK$0.01 each (each an “ Existing Share ”) in the share capital of the Company be consolidated into one (1) share of HK$0.05 each (each a “ Consolidated Share ”), 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;

3. (b) all fractions of the Consolidated Shares to which holders of issued shares of HK$0.01 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; and

4. (c) the directors of the Company (the “ Directors ”) be and are generally authorised to do all such acts and things and execute all such documents, including under the seal of the Company, where applicable, as they consider necessary or expedient to give effect to the foregoing resolutions.”

On order of the Board

B.A.L. Holdings Limited

Siu York Chee

Chairperson

Hong Kong, 5 June 2008

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NOTICE OF SGM

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

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, namely, Ms. Siu York Chee, Mr. Leung Kwok Kui and Ms. Leung Ge Yau; and three independent non-executive Directors, namely, Mr. Hung Anckes Yau Keung, Mr. Siu Yim Kwan, Sidney and Mr. Tsui Pui Hung, Walter.

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