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

Feb 29, 2008

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)

PROXY FORM

Form of proxy for use at the extraordinary general meeting to be held on Wednesday, 2 April 2008 at 4:30 p.m. (or at any adjournment thereof)

I/We, (Note 1) of
being the registered
holder(s) of_(Note 2)_ shares of
HK$0.20 each in share capital of B.A.L. Holdings Limited (the “Company”), hereby appoint (Note 3)
the chairperson of the Meeting (as defined below) or of
or failing him,
of

to act as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held on Wednesday, 2 April 2008 at 4:30 p.m. or at any adjournment therof (the “Meeting”), at Room 1401, 14/F., Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong on the undermentioned resolutions as indicated below or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote at his/her discretion on any resolutions properly put to the Meeting other than the undermentioned resolutions:

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)
1.	the articles of association of the Company be and are hereby amended by the addition of the following new Article 182: “TRANSFER BY WAY OF CONTINUATION 182. The Company may, by special resolution, resolve to de-register the Company from the Cayman Islands and to transfer and continue the Company as a body corporate to, and under the laws of, a country or jurisdiction outside the Cayman Islands which permits or does not prohibit the transfer of the Company pursuant to the Law.”

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• (a) subject to the passing of Resolutions Nos. 1 and 3 as set out in the notice convening this meeting, pursuant to Article 182 of the articles of association of the Company, the change of domicile of the Company from the Cayman Islands to Bermuda by way of continuation of the Company into Bermuda as an exempted company under the laws of Bermuda and de-registration as a company in the Cayman Islands under the laws of the Cayman Islands (collectively, the “ Change of Domicile ”) be and are hereby approved and that the directors of the Company be and are hereby authorized to do all such things and acts and execute all such documents which they consider necessary, desirable, or expedient in connection with the implementation of the Change of Domicile;

(b) the draft memorandum of continuance of the Company in the form made available for inspection by all shareholders of the Company prior to this meeting, a copy of which has been produced to this meeting marked “A” and initialled by the chairperson of this meeting for the purpose of identification, be and is hereby adopted in substitution for the memorandum of association of the Company, effective from the date that the new memorandum of continuance of the Company is approved and registered by the Registrar of Companies in Bermuda;

(c) conditional upon the continuation of the Company into Bermuda as an exempted company under the laws of Bermuda, the draft byelaws of the Company in the form made available for inspection by all shareholders of the Company prior to this meeting, a copy of which has been produced to this meeting marked “B” and initialled by the chairperson of this meeting for the purpose of identification, be and are hereby adopted as the bye-laws of the Company in substitution for the Company’s existing articles of association, effective from the date that the Company is continued into Bermuda; and

(d) the directors of the Company be and are hereby authorized to undertake all such other things and acts and execute all such other documents which they consider necessary, desirable, or expedient in connection with the implementation of the Change of Domicile as described in the circular of the Company dated 3 March 2008, a copy of which has been produced to this meeting marked “C” and initialled by the chairperson of this meeting, for the purpose of identification.”

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3. (a) (b) (c) (d)	subject to (i) the passing of Resolutions Nos. 1 and 2 as set out in the notice convening this meeting; and (ii) the continuation of the Company into Bermuda as an exempted company under the laws of Bermuda, with effect from Thursday, 5 May 2008 at 9:30 a.m. Hong Kong time or such other date and/or time as the directors of the Company may determine (the “Effective Date”): the issued share capital of the Company be reduced by cancelling the paid up capital to the extent of HK$0.19 on each issued share of par value HK$0.20 in the share capital of the Company on the Effective Date such that the nominal value of all the issued shares of the Company will be reduced from HK$0.20 to HK$0.01 each (the “Capital Reduction”); subject to and forthwith upon the Capital Reduction taking effect, each of the authorized but unissued shares of HK$0.20 each in the share capital of the Company be and is hereby subdivided into twenty (20) shares of HK$0.01 each (the “Subdivision of Shares”, together with the Capital Reduction, the “Capital Re- organisation”); the credit arising from the Capital Reduction be transferred to the contributed surplus account of the Company where it can be utilitised by the directors of the Company in accordance with the bye-laws of the Company and all applicable laws; and the directors of the Company be and are hereby authorised to do all such other things and acts and execute all such other documents which they consider necessary, desirable, or expedient in connection with the implementation of the Capital Re-organisation which initialled the Capital Reduction and the Subdivision of Shares.”

Dated this

day of

Signature [ (Note 5)]

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Notes:

• (1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

• (2) Please insert the number of shares of the Company registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares of the Company registered in your name(s).

• (3) If any proxy other than the chairperson of this meeting is preferred, please strike out “chairperson of the Meeting (as defined below)” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

• (4) IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST” . Failure to tick a box will entitle your proxy to cast your vote(s) at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

• (5) This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney or other person duly authorized to sign the same.

• (6) In the case of joint holders of any share of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the Meeting in person or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority will be determined by reference to the order on which the names of the joint holders stand in the Register of Members of the Company.

• (7) To be valid, this form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be delivered at the Company’s branch share registrar in Hong Kong, Tricor Standard Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date named in it as the date of its execution.

• (8) The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

• (9) Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish and, in such event, this form of proxy shall be deemed to be revoked.

• for identification purpose only

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