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

Mar 17, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in doubt about this circular, you should consult your stockbroker, other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in B.A.L. HOLDINGS LIMITED, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This circular, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange 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: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) 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.

B.A.L. HOLDINGS LIMITED 變靚D控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8079)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (“AGM”) to be held at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong on Wednesday, 2 April 2008 at 5:00 p.m. is set out on Pages 10 to 13 of this circular.

Whether or not you are able to attend the AGM, you are advised to read this circular and to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company, 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 later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

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

18 March 2008

* For identification purposes only

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED

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 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.

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CONTENTS

	Page
LETTER FROM THE BOARD OF DIRECTORS
INTRODUCTION	3
ISSUE MANDATE 4
REPURCHASE MANDATE	4
RE-ELECTION OF RETIRING DIRECTORS 5
NOTICE OF ANNUAL GENERAL MEETING	5
PROCEDURE FOR DEMANDING A POLL	5
RECOMMENDATION	6
APPENDIX I – EXPLANATORY STATEMENT	7
APPENDIX II – NOTICE OF ANNUAL GENERAL MEETING	10
APPENDIX III – DETAILS OF DIRECTORS
PROPOSED TO BE RE-ELECTED	14

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Definitions

“AGM”	the annual general meeting of the Company to be held at Flat
	1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai,
	Hong Kong on Wednesday, 2 April 2008 at 5:00 p.m., a notice
	of which is set out on pages 10 to 13 of this circular
“Articles of Association”	the articles of association of the Company
“associates”	has the same meaning as ascribed to it under the GEM Listing
	Rules
“Board”	the board of Directors
“Company”	B.A.L. Holdings Limited (Stock code: 8079), a company
	incorporated in the Cayman Islands with limited liability, the
	shares of which are listed on GEM
“Director(s)”	the director(s) of the Company
“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
“Hong Kong”	the Hong Kong Administrative Region of the People’s Republic
	of China
“Issue Mandate”	a general and unconditional mandate to the Directors to exercise
	the power of the Company to allot, issue or otherwise deal
	with Shares up to a maximum of 20% of the aggregate nominal
	amount of the share capital of the Company in issue as at the
	date of passing of the relevant resolution at the AGM
“Latest Practicable Date”	14 March 2008, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in
	this circular
“PRC”	the People’s Republic of China
“Repurchase Mandate”	a general and unconditional mandate to the Directors to enable
	them to repurchase the Shares of an aggregate nominal amount
	not exceeding 10% of the aggregate nominal amount of the share
	capital of the Company in issue as at the date of passing of the
	relevant resolution at the AGM

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	Definitions
“SFO”	Securities and Futures Ordinance, Chapeter 571 of the Laws of
	Hong Kong
“Share(s)”	ordinary share(s) of HK$0.20 each in the share capital of the
	Company
“Shareholder(s)”	the holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“%”	per cent.

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LETTER FROM THE BOARD OF DIRECTORS

B.A.L. HOLDINGS LIMITED 變靚D控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8079)

Executive Directors:

Ms. Siu York Chee, Doreen

Mr. Leung Kwok Kui

Independent non-executive Directors:

Mr. Hung Anckes Yau Keung, FCPA (Practising),

Registered office: P.O. Box 309, Ugland House South Church Street, George Town Grand Cayman Cayman Islands British West Indies

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

18 March 2008

To the Shareholders of the Company

Dear Sir/Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the forthcoming annual general meeting (the “Annual General Meeting”) of the Company to be held at Room 1401, 14th Floor, 32 Oi Kwan Road, Wanchai, Hong Kong on Wednesday, 2th April, 2008 at 5:00 p.m. to (a) grant to the Directors general mandates to issue and repurchase Shares of the Company and (b) to re-elect the retiring Directors.

* For identification purposes only

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LETTER FROM THE BOARD OF DIRECTORS

ISSUE MANDATE

Pursuant to an ordinary resolution passed by all the then Shareholders at the annual general meeting of the Company held on 4 April 2007, the Directors were granted a general mandate (“ 1st Mandate ”) to allot, issue and deal with Shares in the capital of the Company. Approximately 99.75% of the 1st Mandate was utilized by the Board in relation to the issue of top-up placing in July 2007 and such mandate was subsequently refreshed (“ 2nd Mandate ”) by an ordinary resolution passed by the then independent Shareholders of the extraordinary general meeting of the Company held on 22 August 2007. Approximately 99.43% of the 2nd Mandate was utilized by the Board in relation to the issue of placing shares in August 2007 and such mandate was subsequently refreshed (“ 3rd Mandate ”) by an ordinary resolution passed by the then independent Shareholders of the extraordinary general meeting of the Company held on 30 October 2007. Approximately 11.97% of the 3rd Mandate was utilized by the Board in relation to the issue of two-year zero coupon convertible loan notes in December 2007. Since then, as at the Latest Practicable Date, the 3rd Mandate will expire at the conclusion of the AGM. To facilitate future allotment and issue of Shares by the Directors on behalf of the Company, the Board will seek the approval of the Shareholders for the grant of the Issue Mandate at the AGM.

As at the Latest Practicable Date, the Company has issued an aggregate of 712,206,405 Shares. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no further Shares are issued and/or repurchased by the Company prior to the AGM, the Company will be allowed to issue a maximum of 142,441,281 Shares under the Issue Mandate.

REPURCHASE MANDATE

At the AGM, an ordinary resolution will also be proposed that the Directors be granted a general and unconditional mandate to exercise all powers of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution.

In addition, if the resolution to authorize the repurchase of shares is passed, an ordinary resolution will be proposed at the AGM providing that any Shares repurchased (up to a maximum of 10% of the issued Shares as at the date of the grant to the Repurchase Mandate) will be added to the total number of Shares which maybe allotted and issued under the Issue Mandate.

Each of the Issue Mandate and the Repurchase Mandate will continue in force until the earliest of (i) the conclusion of next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company’s is required by the Articles of Association or any applicable laws to be held; or (iii) its revocation or variation by an ordinary resolution of the Shareholders in general meeting of the Company.

An explanatory statement required by the GEM Listing Rules to be sent to the Shareholders in connection with the proposed general mandate to repurchase the Company’s shares is set out in Appendix I to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the AGM.

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LETTER FROM THE BOARD OF DIRECTORS

RE-ELECTION OF RETIRING DIRECTORS

In relation to Resolution 2 as set out in the notice of the AGM, Mr. Tsui Pui Hung, Walter and Dr. Siu Yim Kwan, Sidney will retire as Independent Non-Executive Director at the AGM and being eligible, will offer themselves for re-election to the respective offices pursuant to Articles 99 and 116 of the Articles respectively.

Details of the above Directors, which are required to be disclosed pursuant to the GEM Listing Rules, are set out in Appendix III to this circular.

NOTICE OF ANNUAL GENERAL MEETING

Notice of the AGM is set out in Appendix II to this circular. A proxy form for appointing proxy is despatched with this circular and published on the GEM website (www.hkgem.com). Whether or not you intend to attend the AGM, you are requested to complete the proxy form and return it to the Company’s Branch Registrar, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM or the adjourned meeting. Completion and return of a proxy form will not preclude you from attending and voting at the meeting and any adjourned meeting if you so wish.

PROCEDURE FOR DEMANDING A POLL

Pursuant to Article 80 of the Articles, 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 by:–

• (a) the Chairman of the meeting; or

• (b) at least five members present in person or by proxy and entitled to vote; or

• (c) any member or members present in person 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 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.

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LETTER FROM THE BOARD OF DIRECTORS

RECOMMENDATION

The Directors consider that the granting of the Issue Mandate and Repurchase Mandate to the Directors to issue shares and to repurchase shares of the Company and re-election of the retiring Directors are in the best interests of the Company and the Shareholders. The Directors therefore recommend the Shareholders to vote in favour of the relevant resolutions as set out in the notice of the AGM.

Yours faithfully, For and on behalf of the Board Siu York Chee, Doreen Chairperson

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement, as required by the GEM Listing Rules, to provide certain information to you for your consideration of the Repurchase Mandate.

1. SHARE CAPITAL

14 March 2008, being the Latest Practicable Date, prior to the printing of this circular, there was a total of 712,206,405 Shares in issue.

Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 71,220,640 Shares.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the GEM. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company’s memorandum and articles of association, the GEM Listing Rules and the applicable laws of the Cayman Islands.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the Annual Report for the year ended 31 October, 2007) in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital requirements of the Company or the gearing levels of the Company.

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EXPLANATORY STATEMENT

APPENDIX I

4. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the GEM of the Stock Exchange during each of the twelve months preceding the Latest Practicable Date:–

	Share Prices
Month	Highest	Lowest
	HK$	HK$
2007
April	0.811	0.677
May	0.733	0.563
June	0.621	0.440
July	0.512	0.355
August	0.451	0.275
September	0.291	0.219
October	0.261	0.216
November	0.251	0.195
December	0.220	0.138
2008
January	0.140	0.078
February	0.100	0.082
March (up to the Latest Practicable Date)	0.095	0.080

5. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If, as a result of a repurchase of the Company’s Share, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the largest Shareholder, Heavenly Blaze Limited, held 104,767,917 Shares, representing approximately 14.71 per cent. of the issued share capital of the Company. In the event that the Directors should exercise in full the power to repurchase its Shares which is proposed to be granted pursuant to the Repurchase Mandate, the shareholding of Heavenly Blaze Limited in the Company would be increased to approximately 16.34 per cent. of the issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code nor reduce the amount of Shares held by the public to less than 25 per cent.

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EXPLANATORY STATEMENT

APPENDIX I

The Directors are currently not aware of any consequences which will arise under the Takeovers Code as a result of any purchase made under the Repurchase Mandate.

6. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

7. DISCLOSURE OF INTERESTS AND UNDERTAKING OF THE DIRECTORS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates have any present intention to sell any Shares to the Company, if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that they will only exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules, the Articles and the applicable laws of the Cayman Islands.

The Company has not been notified by any connected person (as defined in the GEM Listing Rules) that such a person has a present intention to sell any Shares to the Company nor has any such connected person undertaken not to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders to the Board.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

B.A.L. HOLDINGS LIMITED 變靚D控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8079)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2008 Annual General Meeting (the “Meeting”) of B.A.L. Holdings Limited (the “Company”) will be held at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong on Wednesday, 2 April, 2008 at 5:00 p.m. for the following purposes:

1. To consider and adopt the Audited Financial Statements and the Reports of the Directors and of the Auditors for the year ended 31 October, 2007.

2. To re-elect the retiring directors and to authorise the Board of Directors to fix the remuneration of the directors.

3. To re-appoint the auditors and to authorize the Board of Directors to fix their remuneration.

4. To consider and, if thought fit, pass, with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT

• (a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers after the end of the Relevant Period;

* For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

• (c) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) any Share Option Scheme (as hereinafter defined) of the Company; (iii) the exercise of rights of conversion under the terms of any securities which are convertible into shares of the Company or warrants to subscribe for shares of the Company; or (iv) any scrip dividend or other similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the articles of association of the Company, shall not exceed 20 per cent. of the issued share capital of the Company as at the date of passing of this resolution and the approval in paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held.

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange applicable to the Company); and

“Share Option Scheme” means a share option scheme or similar arrangement for the time being, as varied from time to time, adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible person of shares or rights to acquire shares of the Company.”.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

1. To consider and, if thought fit, pass, with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT

• (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase its own shares on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognised by The Securities and Futures Commission of Hong Kong (“the Securities and Futures Commission”) and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the rules and regulations of the Securities and Futures Commission, the Stock Exchange or of other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the share capital of the Company to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution; and

• (c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held.”.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX II

1. To consider and, if thought fit, pass, with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT conditional upon the passing of Ordinary Resolutions 4 and 5 as set out in the notice convening this Meeting, the general mandate granted to the Directors to allot, issue and deal with additional shares in the capital of the Company pursuant to Ordinary Resolution 4 set out in the notice convening this Meeting be and is hereby extended by the addition thereto the aggregate nominal amount of share capital of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution 5 set out in the notice convening this Meeting provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”.

On behalf of the Board

Siu York Chee, Doreen Chairperson

Hong Kong 18 March, 2008

Principal Place of Business:

Room 1401, 14th Floor Guardian House 32 Oi Kwan Road

Wanchai Hong Kong

Notes:

• (a) A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company.

• (b) To be valid, the form of proxy together with the power of attorney, or other authority, if any, under which it is signed, or a notarially certified copy thereof, must be deposited at the Company’s Branch Registrar in Hong Kong, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or adjournment thereof.

• (c) The directors of the Company as at the date of this notice are Ms. Siu York Chee, Doreen, Chairperson and Mr. Leung Kwok Kui, being Executive Directors, Mr. Hung Anckes Yau Keung, Dr. Siu Yim Kwan, Sidney and Mr. Tsui Pui Hung, Walter, being Independent Non-Executive Directors.

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APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The following Directors are proposed to be re-elected at the AGM:

1. Dr. Siu Yim Kwan, Sidney (“Dr. Siu”) S.B.St.J ., Independent Non-Executive Director

Dr. Siu, 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.

Dr. Siu has no relationship with any senior management, management shareholders, substantial shareholders or controlling shareholders of the Company and does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Dr. Siu has not entered into any service contract with the Company and he is not appointed for a specific term since he is subject to retirement by rotation and re-election in accordance with the articles of association of the Company. Dr. Siu is entitled to receive a director’s fee of HK$100,000 per annum, which is determined by the board of directors of the Company with reference to his duties and responsibilities. There is no other matters which need to be brought to the attention of the Company’s shareholders.

2. Mr. Tsui Pui Hung, Walter (“Mr. Tsui”), LL.B. (Hons), LL.M, BSc (Hons) , Independent Non-Executive Director

Mr. Tsui, aged 32, is a practicing solicitor of the High Court of Hong Kong, was appointed as an independent non-executive director of the Company in June 2007. 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.

Mr. Tsui has no relationship with any senior management, management shareholders, substantial shareholders or controlling shareholders of the Company and does not have any interests in the shares of the Company within the meaning of Part XV of the SFO. Mr. Tsui has not held any other directorships in any listed companies in the past three years.

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APPENDIX III DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Tsui has not entered into any service contract with the Company and he is not appointed for a specific term since he is subject to retirement by rotation and re-election in accordance with the articles of association of the Company. Mr. Tsui is entitled to receive a director’s fee of HK$50,000 per annum, which is determined by the board of directors of the Company with reference to his duties and responsibilities. There is no other matters which need to be brought to the attention of the Company’s shareholders.

Save as disclosed above, the Company is not aware of any other matters in relation to Dr. Siu and Mr. Tsui that are required to be disclosed pursuant to the GEM Listing Rules 17.50(2)(h) to rule 17.50(2)(v) or any matters that need to be brought to the attention of the holders of securities of the Company in relation to re-election of Dr. Siu and Mr. Tsui as Directors.

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