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

Mar 13, 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[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8079)

DISCLOSEABLE TRANSACTION: ACQUISITION OF PROPERTIES

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.

14 March 2008

* for identification purpose only

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.

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CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

• ii -

DEFINITIONS

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

• “Acquisitions”

the First Acquisition and the Second Acquisition

• “Acquisition Agreements”

the First Acquisition Agreement and the Second Acquisition Agreement

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

• “Company” shares of which are listed on GEM

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

• “First Acquisition”

• the acquisition of the First Property by Top Euro pursuant to the First Acquisition Agreement

• “First Acquisition Agreement” the preliminary agreement dated 14 February 2008 entered into between the Vendor and Top Euro for the sales and purchase of the First Property

• “First Property” the property located at Unit A, 23rd Floor, Nos. 360 Un Chau Street, Kowloon, Hong Kong

• “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 “Independent Third Party” person(s) who or company(ies) 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/are third party(ies) independent of the Company and its connected person(s) “Latest Practicable Date” 12 March 2008, being the latest practicable date before the printing of this circular for ascertaining certain information for the purpose of inclusion in this circular

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DEFINITIONS

“Second Acquisition”	the acquisition of the Second Property by Thailand (HK) pursuant
	to the Second Acquisition Agreement
“Second Acquisition Agreement”	the preliminary agreement dated 14 February 2008 entered into
	between the Vendor and Thailand (HK) for the sales and purchase
	of the Second Property
“Second Property”	the property located at Unit B, 23rd Floor, Nos. 360 Un Chau
	Street, Kowloon, Hong Kong
“SFO”	Securities and Futures Ordinance, chapter 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
“Thailand (HK)”	Thailand (HK) Plastic Surgery Service Limited, a company
	incorporated in Hong Kong with limited liability and is an
	indirect wholly-owned subsidiary of the Company
“Top Euro”	Top Euro Limited, a company incorporated in Hong Kong with
	limited liability and is an indirect wholly-owned subsidiary of
	the Company
“Vendor”	Team Vantage Development Limited, a company incorporated in
	Hong Kong with limited liability and is an Independent Third
	Party
“%”	per cent.

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LETTER FROM THE BOARD

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), FCCA, CICPA, CGA

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

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

Registered office:

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

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

14 March 2008

To the Shareholder

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION: ACQUISITION OF PROPERTIES

INTRODUCTION

On 29 February 2008, the Company announced that on 14 February 2008, Top Euro and Thailand (HK) Plastic Surgery Service Limited, indirect wholly-owned subsidiaries of the Company, (as purchasers) entered into two Acquisition Agreements with an independent third party to the Company (as vendor) regarding the acquisition of two properties in Hong Kong respectively.

The Acquisitions constitutes discloseable transactions of the Company under Chapter 19 of the GEM Listing Rules.

The purposes of this circular is to provide you with further details of the Acquisition Agreements and other information as required the GEM Listing Rules.

* for identification purpose only

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LETTER FROM THE BOARD

THE ACQUISITION AGREEMENTS

(1) THE FIRST ACQUISITION AGREEMENT DATED 14 FEBRUARY 2008

Parties:

Purchaser: Top Euro Limited, being an indirect wholly-owned subsidiary of the Company

Vendor: Team Vantage Development Limited, a company incorporated in Hong Kong with limited liability and with principal activity being investment holding. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vendor and its ultimate beneficial owners are Independent Third Party

Subject: the First Property

Information on the First Property:

The First Property is located at Unit A, 23rd Floor, Nos. 360 Un Chau Street, Kowloon, Hong Kong. It is a residential property located at Cheung Sha Wan and the Vendor is in the process of obtaining the Occupation Permit of the First Property. The Vendor shall deliver vacant possession of the First Property to Top Euro upon completion. At initial recognition, the First Property has a book value of HK$3,648,000 which equals to the consideration for the First Acquisition; whereas the information on net profits of the First Property is not applicable.

Consideration and payment terms for the First Acquisition:

The consideration for the First Acquisition of HK$3,648,000 has been determined after arm’s length negotiations between the Vendor and Top Euro by reference to the prevailing market value of similar properties in Cheung Sha Wan. The First Acquisition would be funded by internal resources and/or bank borrowings (if necessary).

The consideration for the First Acquisition is payable to the Vendor in cash in the following manner:

• (i) an initial deposit in the sum of HK$182,400 has been paid to the Vendor upon signing of the First Acquisition Agreement;

• (ii) a further deposit of HK$182,400 has been paid to the Vendor on 3 March 2008; and

• (iii) the remaining balance of HK$3,283,200 will be paid to the Vendor within 14 days of Top Euro being notified in writing by Vendor’s solicitors that the Occupation Permit has been issued and the Vendor is in a position validly to assign the First Property to Top Euro.

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LETTER FROM THE BOARD

Completion of the First Acquisition Agreement:

Top Euro shall complete the purchase of First Property within 14 days of Top Euro being notified in writing by Vendor’s solicitors that the Occupation Permit has been issued and the Vendor is in a position validly to assign the First Property to Top Euro. Upon completion, the Vendor shall deliver vacant possession of the First Property to Top Euro.

(2) THE SECOND ACQUISITION AGREEMENT DATED 14 FEBRUARY 2008

Parties:

Purchaser: Thailand (HK) Plastic Surgery Service Limited, being an indirect whollyowned subsidiary of the Company

Vendor: Team Vantage Development Limited, a company incorporated in Hong Kong with limited liability and with principal activity being investment holding. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vendor and its ultimate beneficial owners are Independent Third Party

Subject: the Second Property

Information on the Second Property:

The Second Property is located at Unit B, 23rd Floor, Nos. 360 Un Chau Street, Kowloon, Hong Kong. It is a residential property located at Cheung Sha Wan and the Vendor is in the process of obtaining the Occupation Permit of the Second Property. The Vendor shall deliver vacant possession of the Second Property to Thailand (HK) upon completion. At initial recognition, the Second Property has a book value of HK$4,840,000 which equals to the consideration for the Second Acquisition; whereas the information on net profits of the Second Property is not applicable.

Consideration and payment terms for the Second Acquisition:

The consideration for the Second Acquisition of HK$4,840,000 has been determined after arm’s length negotiations between the Vendor and Thailand (HK) by reference to the prevailing market value of similar properties in Cheung Sha Wan. The Second Acquisition would be funded by internal resources and/or bank borrowings (if necessary).

The consideration for the Second Acquisition is payable to the Vendor in cash in the following manner:

• (iv) an initial deposit in the sum of HK$242,000 has been paid to the Vendor upon signing of the Second Acquisition Agreement;

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LETTER FROM THE BOARD

• (v) a further deposit of HK$242,000 has been paid to the Vendor on 3 March 2008; and

• (vi) the remaining balance of HK$4,356,000 will be paid to the Vendor within 14 days of Thailand (HK) being notified in writing by Vendor’s solicitors that the Occupation Permit has been issued and the Vendor is in a position validly to assign the Second Property to Thailand (HK).

Completion of the Second Acquisition Agreement:

Thailand (HK) shall complete the purchase of Second Property within 14 days of Thailand (HK) being notified in writing by Vendor’s solicitors that the Occupation Permit has been issued and the Vendor is in a position validly to assign the Second Property to Thailand (HK). Upon completion, the Vendor shall deliver vacant possession of the Second Property to Thailand (HK).

FINANCIAL EFFECT OF THE ACQUISITIONS

In the event that the Group uses its internal resources to satisfy the considerations, the Directors consider that it will not have any effect on the net assets and liabilities of the Group. On the other hand, in the event that the considerations are financed by bank borrowings, the assets and the liabilities of the Group will be enlarged to the same extent which shall not exceed HK$8,488,000 (being the total considerations for the Acquisitions) Since the Vendor is still in the process of obtaining the Occupation Permit of the First Property and Second Property, it is anticipated that the Acquisitions would not have any immediate financial effect on the earnings of the Group.

REASON FOR THE ACQUISITIONS

The Company is principally engaged in the retails of beauty products and provision of beauty services, clinical services, property investment and beauty courses in Hong Kong, Macau and China. The Directors are of the view that investing in the property market is also be a good strategic plan of the Company. The intended use of the Acquisitions is for investment purposes. The Directors consider that the terms of the Acquisition Agreements are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

GENERAL

As the applicable percentage ratios set out in Rule 19.06 of the GEM Listing Rules with respect to the Acquisition exceed 5% but are not more than 25%, the Acquisitions constitutes discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the Acquisitions are in the interests of the Company and the Shareholders as a whole.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendix to this circular.

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

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GENERAL INFORMATION

APPENDIX I

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
			capital of the
			Company as
			at the Latest
	Type of	No. of	Practicable
Name	interest	Shares	Date
Ms. Siu York Chee_(Note 1 and 2)_	Personal	2,032,158	0.29%
Mr. Leung Kwok Kui_(Note 2)_	Personal	7,158	0.00%
Mr. Ho Wai Sun_(Note 3)_	Personal	10,290,000	1.44%

• 8 -

GENERAL INFORMATION

APPENDIX I

Notes:

1. Ms. Siu York Chee also together with Mr. Shiu Yeuk Yuen hold on behalf of Ms. Shiu Yo Yo and Ms. Shiu Sound Sound 34% shareholdings in Heavenly Blaze Limited which in turn holds 104,767,917 Shares.

2. Ms. Siu York Chee and Mr. Leung Kwok Kui are wife and husband.

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

b) Interest in convertible loan notes

			Approximate
			percentage
			of the underlying
			Shares to the
			issued share capital
		Number	of the Company
	Type of	of underlying	as at the Latest
Name	interest	Shares 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.

• c) Interest in share options

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

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

• 9 -

GENERAL INFORMATION

APPENDIX I

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 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 he/ she was 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 maintained by the Company referred to therein, or which were required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules, to be notified to the Company and the Stock Exchange.

• (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 Shares

Long positions

			Approximate
			Percentage
			to the issued
			share capital
			of the
			Company
			as at
			the Latest
	Type of	No. of	Practicable
Name	interest	Shares	Date
Heavenly Blaze Limited	Corporate	104,767,917	14.71%
Mr. Cheng Jut Si_(Note 1)_	Personal	104,767,917	14.71%
Mr. Shiu Stephen Junior_(Note 1)_	Personal	104,767,917	14.71%
Ms. Shiu Ting Yan, Denise_(Note 1)_	Personal	104,767,917	14.71%
Mr. Shiu Yeuk Yuen
and Ms. Siu York Chee_(Note 2)_	Personal	104,767,917	14.71%
One Dollar Productions Limited_(Note 1)_	Corporate	104,767,917	14.71%
Ms. Hau Lai Mei_(Note 1)_	Personal	104,767,917	14.71%
Everproven Limited_(Note 3)_	Corporate	81,800,000	11.48%
Mr. Chan Boon Ho, Peter_(Note 3)_	Personal	81,800,000	11.48%

• 10 -

GENERAL INFORMATION

APPENDIX I

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 director of the Company); (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 (i) 25% by Mr. Shiu Stephen Junior and (ii) 75% by Ms. Hau Lai Mei, the step-mother of Shiu Stephen Junior. Mr. Shiu Stephen Junior and Ms. Hau Lai Mei are deemed to be interested in such shares.

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.

4. b) Interest in share options

			Approximate
			Percentage
		Outstanding	to the issued
		Share	share capital
		options	of the Company
		as at the Latest	as at the Latest
Name	Type of interest	Practicable Date	Practicable Date
Hau Lai Mei	Personal	3,695,000	0.52%

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any other substantial shareholders had long or short position of the underlying shares of equity derivatives and 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 10% 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.

3. SERVICE CONTRACTS

Each of Ms. Siu York Chee and Mr. Leung Kwok Kui has entered into a service contract with 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.

• 11 -

GENERAL INFORMATION

APPENDIX I

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 the service contract. Mr. Ho is entitled to receive monthly fees based on the revenue of Top Empire and its subsidiaries.

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.

4. DIRECTORS’ INTERESTS IN CONTRACT

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement subsisting which is significant in relation to the business of the Group.

5. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors or their respective associates had any interest in businesses, which are considered to compete or are likely to compete, either directly or indirectly, with the business of the Group as required to be disclosed pursuant to the GEM Listing Rules.

6. MATERIAL ADVERSE CHANGES

The Directors confirmed that there was no material adverse change in the financial or trading position of the Group since 31 October 2007, being the date to which the latest published audited consolidated accounts of the Company were made up, to the Latest Practicable Date.

7. LITIGATION

As at the Latest Practicable Date, the Group was not engaged in 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 any members of the Group.

8. GENERAL

• (a) The registered address of the Company is at P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies.

• (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.

• 12 -

GENERAL INFORMATION

APPENDIX I

• (d) The Company established an audit committee in October 2001 with terms and reference in compliance with the GEM Listing Rules (the “Audit Committee”). 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 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 (“Mr. Hung”) , FCPA (Practising), FCCA, CICPA, CGA, aged 55, 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. Mr. Hung is a fellow of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants, the Certified General Accountants Association, and an overseas non-practising member of the Chinese Institute of Certified Public Accountants.

Mr. Hung is now the practising director of KND & Co. CPA Limited, Certified Public Accountants (Practising). Mr. Hung is the Honorary Treasurer of The Overseas CICPA Members Association since the incorporation of the Association. Mr. Hung 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, 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.

• 13 -

GENERAL INFORMATION

APPENDIX I

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

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

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

9. 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 for 14 days from the date of this circular:

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

• (b) the Acquisition Agreements; and

• (c) this circular.

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