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

May 15, 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)

MAJOR TRANSACTION: DISPOSAL OF PROPERTY

A notice convening an extraordinary general meeting of the Company to be held on 12 June 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 23 and 24 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.

16 May 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – Financial information of the Group. . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II – Valuation report on the Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix III – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23

• ii -

DEFINITIONS

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

“Articles of Association”	the articles of association of the Company
“associates”	has the same meaning as ascribed to it under the GEM Listing
	Rules
“Company”	B.A.L. Holdings Limited (Stock code: 8079), a company continued
	into Bermuda with limited liability, whose shares are listed on
	GEM
“Director(s)”	the director(s) of the Company
“Disposal”	the disposal of the Property by Top Euro pursuant to the Disposal
	Agreement
“Disposal Agreement”	the preliminary sales and purchase agreement dated 18 April
	2008 entered into between Top Euro and the Purchaser
“DSL”	Dudley Surveyors Limited, an independent valuer
“EGM”	the extraordinary general meeting of the Company to be held
	on Thursday, 12 June 2008 at 4:30 p.m., to consider and, if
	appropriate, to approve the Disposal Agreement
“First Vendor”	Sun Capital International Holdings Limited, a company incorporated
	in Hong Kong with limited liability and with principal activity
	being investment holding and is an Independent Third Party
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Administrative Region of the People’s Republic
	of China

• 1 -

DEFINITIONS

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

• “Latest Practicable Date” 13 May 2008, being the latest practicable date before the printing of this circular for ascertaining certain information for the purpose of inclusion in this circular

• “Property” the property located at 15th Floor, Pearl Oriental House, 60 Stanley Street, Hong Kong

• “Purchaser” Spurton Capital Limited, a registered foreign company “SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

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

• “Stock Exchange” The Stock Exchange of Hong Kong Limited “Top Euro” Top Euro Limited, a company incorporated in Hong Kong with limited liability and is an indirect wholly-owned subsidiary of the Company

• “%” per cent.

• 2 -

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

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

16 May 2008

To the Shareholder

Dear Sir or Madam,

MAJOR TRANSACTION: DISPOSAL OF PROPERTY

INTRODUCTION

On 22 April 2008, the Company announced that Top Euro, an indirect wholly-owned subsidiary of the Company, and an Independent Third Party entered into a Disposal Agreement regarding the disposal of the Property.

The Disposal constitutes a major transaction of the Company 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 Disposal, no Shareholder is required to abstain from voting for the approval of the Disposal pursuant to Rule 19.46 of the GEM Listing Rules.

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

• 3 -

LETTER FROM THE BOARD

THE DISPOSAL

THE DISPOSAL AGREEMENT DATED 18 APRIL 2008

Parties:

Purchaser: Spurton Capital Limited, a registered foreign company and with principal activity being investment holding. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Purchaser is an Independent Third Party

Vendor: Top Euro, being an indirect wholly-owned subsidiary of the Company Subject: the Property

Information on the Property:

The Property is located at 15th Floor, Pearl Oriental House, 60 Stanley Street, Hong Kong. It is a commercial premises with gross floor area 2,082 sq. ft. located in Central and is subject to a tenancy agreement at a monthly rental of HK$39,388 which ends on 28 February 2009. The tenancy agreement will be transferred with the Property to the Purchaser upon completion of the Disposal.

The Property was purchased from First Vendor on 20 September 2007 and completion has taken place on 20 December 2007. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, First Vendor and its ultimate beneficial owners and the Purchaser are not connected or associated with each other.

At initial recognition, the Property has a book value of approximately HK$11,409,360 which equals to the purchase price of the Property; the profits generated through the Property being the rental income for the period from 20 December 2007 to 16 May 2008 is approximately HK$196,940.

In addition, the valuation of the Property is HK$14,500,000 as at 30 April 2008.

Consideration and payment terms for the First Acquisition:

The consideration for the Disposal of HK$14,150,000 has been determined after arm’s length negotiations between Top Euro and the Purchaser by reference to the prevailing market value of similar properties in the same area.

• 4 -

LETTER FROM THE BOARD

The consideration for the Disposal is payable to Top Euro in cash in the following manner:

• (i) an initial deposit in the sum of HK$500,000 has been paid by the Purchaser upon signing of the Disposal Agreement;

• (ii) a further deposit of HK$915,000 will be paid by the Purchaser on 16 June 2008; and

• (iii) the remaining balance of HK$12,735,000 will be paid by the Purchaser on 21 August 2008.

Completion of the Disposal

Completion of the Disposal will take place on 21 August 2008 on which date the Property will be delivered to the Purchaser.

Use of proceeds from the Disposal:

The estimated net proceeds from the Disposal amounting to approximately HK$13,700,000 will be applied by the Group for acquisition of other suitable properties for investment purposes and/or used for general working capital purpose.

Gain on the Disposal:

As a result of the Disposal, it is estimated that the Group will record an unaudited gain on disposal of approximately HK$2,300,000 (being the consideration for the Disposal less the costs of purchase of the Property and other expenses in relation to the Disposal).

FINANCIAL EFFECT OF THE DISPOSAL

As a result of the Disposal, it is estimated that the Group will record an unaudited gain on disposal of approximately HK$2,300,000 (being the consideration for the Disposal less the costs of purchase of the Property and other expenses in relation to the Disposal). Upon completion of the Disposal, it is estimated that the Group’s cash and cash equivalents will be increased by approximately HK$6,100,000. Assets will be reduced by approximately HK$5,800,000 and liabilities will be reduced by approximately HK$8,100,000. The Group’s net assets (subject to any tax charge) will be increased by approximately HK$2,300,000.

REASON FOR THE DISPOSAL

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

• 5 -

LETTER FROM THE BOARD

It is the Group’s original intention to acquire properties for the opening of new medical centre, non-surgical centre or office. Having considered (i) the recent positive sentiment of the property market in Hong Kong, (ii) the satisfactory gains on the Disposal and (iii) the fact that the Group has recently rented a premises at a more advantageous location, the Directors are of the view that the Disposal provides good opportunities for the Group to realize immediate gains. According to the Company’s annual report for the year ended 31 October 2007, the Company’s cash and cash equivalents were approximately HK$15,873,000. The Directors are of the view that investing the Group’s surplus cash resources in the property market may be a good corporate strategy of the Company in the near future. The Directors may consider disposing of other properties acquired as stated in the Company’s circular dated 14 March 2008 whenever opportunities arises and if it will allow the Group to realize immediate gains as well as to contribute to the Group’s cash flow.

As the consideration offered for the Disposal reflects the reasonable market price of the Property which is only slightly (2.5%) lower than valuation done recently and having considered the fact that a satisfactory disposal gains will be realized, the Directors consider that the terms of the Disposal 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 Disposal exceed 25% but are not more that 75%, the Disposal constitutes a major transaction of the Company 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 Thursday, 12 June 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 23 and 24 of this circular for the purpose of considering and, if thought fit, passing the ordinary resolution in respect of the Disposal Agreement. Pursuant to Rule 19.46 of the GEM Listing Rules, as none of the Shareholders has a material interest in the Disposal, no Shareholder is required to abstain from voting for the approval of the Disposal.

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.

• 6 -

LETTER FROM THE BOARD

PROCEDURES FOR DEMANDING A POLL

Pursuant to the article 70 of the Articles of Association, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded or otherwise required under the GEM Listing Rules. A poll may be demanded by:

• (a) the Chairman of the meeting; or

• (b) at least three members present in person (or, in the case of a member being a corporation, by its duly authorized representative) or by proxy and entitled to vote; or

• (c) any member or members present in person (or, in the case of a member being a corporation, by its duly authorized representative) or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all members having the right to attend and vote at the meeting; or

• (d) any member or members present in person (or, in the case of a member being a corporation, by its duly authorized representative) or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right; or

• (e) if required by the GEM Listing Rules, by the Chairman of such meeting and/or Directors who, individually or collectively, hold proxies in respect or shares representing five per cent (5%) or more of the total voting rights at such meeting.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the Disposal is 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 resolution to be proposed at the EGM.

ADDITIONAL INFORMATION

Your attention is also drawn to the valuation report on the Property, the financial and other information as set out in Appendices I to III to this circular.

On order of the Board

B.A.L. Holdings Limited Siu York Chee Director

• 7 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. INDEBTEDNESS STATEMENT

As at the close of business on 31 March 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$21.9 million. The indebtedness comprised mortgage loans from banks of approximately HK$11.2 million, 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 a conversion price of HK$0.22 per Share.

The Group’s mortgage loans from banks were secured by certain properties of the Group with net carrying amount of approximately HK$16.7 million as at 31 March 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 2.70% per annum as at 31 March 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 31 March 2008, the Group has received a small claim totaling HK$39,000 filed at Hong Kong Small Claims Tribunal in respect of matters concerned with the provision of beauty services and the claim was settled by the Group on 14 April 2008. The Group also noted that a General 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 31 March 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 31 March 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 31 March 2008.

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 was 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 net profit after tax for the year ended 31 October 2007 was approximately HK$16.5 million.

• 8 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

In November 2007, the Group has engaged with Dr. Ho Wai Sun, a registered plastic surgeon and 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. In the year of 2007, the Group has also invested in a money-lending company, and up till the end of the fiscal year the rate of return is higher than 1% per month. 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.

• 9 -

VALUATION REPORT ON THE PROPERTY

APPENDIX II

Dudley Surveyors Limited 9/F., Siu Ying Commercial Building, 153 Queen’s Road Central Hong Kong

Date : 30 April 2008

The Directors B.A.L. Holdings Limited Room 1401, 14th Floor Guardian House 32 Oi Kwan Road Wanchai Hong Kong

Dear Sirs,

Re: 15th Floor, Pearl Oriental House, No. 60 Stanley Street, Hong Kong

In accordance with your instruction for us to assess the Current Market Value of the captioned property interest of B.A.L. Holdings Limited (the “Company”) and its subsidiaries (together referred to as the “Group”) in Hong Kong as at 30 April 2008 for disposal purposes, we confirm that we have made relevant enquiries and obtained such further information as we consider necessary for providing you (the “Group”) with our opinion of the property interest.

Our valuation of the concerned property has been based on the Market Value which is defined as “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.”

Our valuation has been made on the assumption that the owner sells the property interest in the open market in its existing state without the benefit of deferred terms contracts, leasebacks, joint ventures, management agreement or any similar arrangement which could serve to affect the value of the property interest.

In forming our opinion of the Market Value of the property interest, we have adopted the Direct Comparison Approach assuming sale of the property interest in its existing state by making reference to the recent transactions of similar premises in the proximity.

We have inspected the exterior and, where possible, the interior of the property. However, no structural survey has been made, but in the course of our inspection, we did not note any serious defect. We are not, however, able to report that the property is free from rot, infestation or any other defect nor were any tests carried out on any of the services.

• 10 -

VALUATION REPORT ON THE PROPERTY

APPENDIX II

We have not been provided with copies of title documents relating to the property but we have caused searches to be made at the Land Registry. However, we have not inspected the original documents to verify the ownership or to ascertain the existence of any amendment which does not appear on the copies of title documents obtained by us. We are not in position to advise you on the title to the property.

We have relied to a considerable extent on information given by your Group and have accepted advice given to us on such matters as the property to be valued, planning approvals or statutory notices, easements, tenure, occupation, tenancy schedule, rentals, site and floor areas, attributable interests and all other relevant matters. Dimensions, measurements and areas included in this valuation certificate are based on information contained in the documents and leases provided to us and are therefore approximations only. We have not at this stage verified the correctness of such areas so provided.

No allowance has been made in our report for any charges, mortgages or amounts owing on the property nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property is free from encumbrances, restrictions and outgoings of an onerous nature which could affect the Market Value.

In valuing the property interest, we have complied with all the requirements contained in Chapter 8 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and The HKIS Valuation Standards on Properties (1st Edition 2005) published by the Hong Kong Institute of Surveyors.

Our valuation is shown in the valuation Certificate as attached.

Yours faithfully, For and on behalf of Dudley Surveyors Limited Brian W.K. LI B.Sc. (Est. Man.), MRICS, MHKIS Registered Professional Surveyor (GP) Director

Note: Brian W.K. Li, who is a Chartered Surveyor and a China Institute of Real Estate Appraiser and Agent, has over 27 years’ of experience in the valuation of properties in Hong Kong, Macau and the PRC.

• 11 -

VALUATION REPORT ON THE PROPERTY

APPENDIX II

VALUATION CERTIFICATE

Property Interest held by the Group for Investment

Description and Tenure

Property

15th Floor, Pearl The property comprises the Oriental House, whole office floor on the 15th No. 60 Stanley floor of a 24-storey commercial Street, building in Central. The Hong Kong building was completed in 1994.

2082/55538 parts The property has a saleable area or shares of and of 131.9 sq. m. (1,420 sq. ft.) or in the Section C thereabouts. of Inland Lot No. 128, Section D The property is held under of Inland Lot No. Government Lease for a term of 128, Section E of 999 years commencing from 22 Inland Lot No. 128 January 1844. & the Remaining Portion of Inland The Government rent payable Lot No. 128 for the subject lots is HK$29.10 per annum.

Particulars of Occupancy

The subject property has been let for a term commencing from 26 February 2007 to 28 February 2009 at the monthly rental of HK$39,388 exclusive of rates, government rent and management fees.

Current Market Value in its existing State as at 30 April 2008 HK$14,500,000

Notes:

• 1) The registered owner of the property is Top Euro Limited vide Assignment Memorial No. 08011800270072 dated 20 December 2007 registered in the Land Registry.

• 2) Mortgage in favour of China Construction Bank (Asia) Corporation Limited for all moneys in respect of General Banking Facilities vide Memorial No. 08022700240210 dated 22 February 2008.

• 3) Assignment of Rentals in favour of China Construction Bank (Asia) Corporation Limited vide Memorial No. 08022700240227 dated 22 February 2008.

• 4) The property is zoned as “Commercial/Residential” under Sai Ying Pun & Sheung Wan Outline Zoning Plan No. S/ H3/21.

• 12 -

GENERAL INFORMATION

APPENDIX III

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
	Type of	No. of	the Latest
Name	interest	Shares	Practicable Date
Ms. Siu York Chee
(Notes 1 and 2)	Personal	46,867,233	6.58%
Mr. Leung Kwok Kui
(Note 3)	Personal	46,867,233	6.58%
Mr. Ho Wai Sun_(Note 4)_	Personal	10,290,000	1.44%

• 13 -

GENERAL INFORMATION

APPENDIX III

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 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. Mr. Ho Wai Sun (“Mr. Ho”) is a director of an indirect wholly-owned subsidiary of the Company.

5. (b) Interest in convertible loan notes

			Approximate
			percentage of
			the underlying
			Shares to the
			issued share
		Number of	capital of the
		underlying	Company as at
	Type of	Shares	the Latest
Name	interest	held	Practicable Date
Mr. Ho Wai Sun_(Note)_	Personal	45,454,545	6.38%

Note: Mr. Ho was issued with convertible loan notes on 18 January 2008 with a principal amount of HK$10,000,000 at a conversion price of HK$0.22 per Share (the “Convertible Notes”). Upon full conversion of the Convertible Notes, a maximum of 45,454,545 Shares will be issued to Mr. Ho. The Company had 712,206,405 Shares in issue as at the Latest Practicable Date.

• 14 -

GENERAL INFORMATION

APPENDIX III

(c) Interest in share options

			Approximate
			percentage of
			the underlying
		Outstanding	Shares to the
		share options	issued share
		as at the	capital of the
		Latest	Company as
		Practicable	at the Latest
Name	Type of interest	Date	Practicable Date
Mr. Ho Wai Sun_(Note)_	Personal	7,122,064	1.00%

Note: Mr. Ho was issued with the share options on 1 February 2008 at a subscription price of HK$0.20 per Share.

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.

• 15 -

GENERAL INFORMATION

APPENDIX III

• (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
	Type of	No. of	the Latest
Name	interest	Shares	Practicable Date
Heavenly Blaze
Limited_(note 1)_	Corporate	44,827,917	6.29%
Mr. Shiu Stephen
Junior_(note 1)_	Personal	45,512,917	6.39%
Mr. Shiu Yeuk Yuen
(notes 1 & 2)	Personal	54,164,469	7.61%
Ms. Hau Lai Mei_(note 1)_	Personal	54,164,469	7.61%
Everproven Limited
(note 3)	Corporate	81,800,000	11.48%
Chan Boon Ho, Peter
(note 3)	Personal	81,800,000	11.48%

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 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 III

(b) Interest in share options

			Approximate
			percentage of
			the underlying
		Outstanding	Shares to the
		share options	issued share
		as at the	capital of the
		Latest	Company as at
	Type of	Practicable	the Latest
Name	interest	Date	Practicable Date
Ms. Hau Lai Mei	Personal	3,893,052	0.55%

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 III

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 unless and until termination in accordance with the terms of the service contract. 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 unless termination in accordance with the terms of their service contract. 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 General Endorsed Writ was issued by one Pang Ka Kin (“Plaintiff”) against Be a Lady Limited 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 the Plaintiff 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. 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 III

4. EXPERT AND CONSENT

The following is the qualifications of the expert who has given opinion or advice which are contained in this circular:

Name

DSL

Qualification Professional surveyors and valuers

As at the Latest Practicable Date, DSL did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

DSL had given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its report and/or reference to its name in the form and context in which they are included.

As at the Latest Practicable Date, DSL did not have any direct or indirect interests in any assets which have been, since 31 October 2007 (the date to which the latest published audited accounts of the Group were made up), 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 member of the Group.

5. 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 10 May 2006 entered into between the Company and PMA Capital Management Limited as agent on behalf of Diversified Asian Strategies Fund, Asian Diversified Total Return Limited Duration Company and PMA Asian Opportunities Fund (the “Subscribers”) in relation to the subscription of 42,000,000 Shares by the Subscribers;

• (b) 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;

• (c) 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;

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GENERAL INFORMATION

APPENDIX III

• (d) 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 Nutrplus and Win Action Limited in relation to the subscription of 3,205,129 shares in the issued share capital of First Holdings by Nutriplus;

• (e) 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;

• (f) 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

• (g) 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.

6. GENERAL

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

• (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.

• 20 -

GENERAL INFORMATION

APPENDIX III

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 holds a doctorate degree in Business Management from Armstrong University in the United States. 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.

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.

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

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

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

7. 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 memorandum and articles of association of the Company;

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GENERAL INFORMATION

APPENDIX III

• (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 written consent referred to in the section headed “Expert and consent” in this Appendix;

• (e) the property valuation report and certificate of DSL referred to in Appendix II to this circular;

• (f) 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 ended 31 January 2008; and

• (g) this circular.

• 22 -

NOTICE OF EGM

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 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 Thursday, 12 June 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 resolution (with or without modifications) as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

the Disposal Agreement (as defined in the circular of which this notice forms part (the “Circular”)) dated 18 April 2008 entered into between Top Euro Limited and Spurton Capital Limited in relation to disposal of the Property (as defined in the Circular) (a copy of the Disposal 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.”

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

Hong Kong, 16 May 2008

• 23 -

NOTICE OF EGM

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. 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. 24 -