Wisdomcome Group Holdings Ltd. - Proxy Solicitation & Information Statement 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 manager, solicitor, professional accountant or other professional adviser.

if you have sold or transferred all your shares in B.A.L. HOLDINGS LIMITED (the “Company”), you should at once hand this circular to the purchaser or to the bank or stockbroker or other agent through whom the sales was effected for transmission to the purchaser.

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

**B.A.L. Holdings Limited 變靚D控股有限公司[*]**

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8079)

PROPOsED CHANGE OF DOMiCiLE AND CAPiTAL RE-ORGANisATiON iNVOLViNG CAPiTAL REDUCTiON AND sUBDiVisiON OF sHAREs

Financial adviser to B.A.L. Holdings Limited

south China Capital Limited

A notice convening an extraordinary general meeting of the Company to be held on Wednesday, 2 April 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 29 and 31 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 share registrar in Hong Kong, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the 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.

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

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

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

	Page
Definitions 1
Expected timetable 3
Letter from the Board	4
Appendix – Summary of Bermuda constitutional documents	11
Notice of EGM	29

ii -

Definitions

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

“Adjusted Share(s)”	share(s) of HK$0.01 each in the share capital of the Company
	upon the Capital Re-organisation becoming effective
“Articles of Association”	the articles of association of the Company
“Bermuda Constitutional	as defined under the section headed “Change of Domicile” in
Documents Adoption”	the letter from the Board
“Board”	the board of Directors
“Business Day(s)”	a day on which banks in Hong Kong are generally opened for
	business other than Saturdays or Sundays
“Capital Reduction”	the proposed reduction of the nominal value of each issued Share
	from HK$0.20 to HK$0.01 per Adjusted Share
“Capital Re-organisation”	the capital re-organisation of the Company involving the Capital
	Reduction and the Subdivision of Shares
“CCASS”	the Central Clearing and Settlement System established and
	operated by HKSCC
“Change of Domicile”	the proposed change of domicile of the Company from the
	Cayman Islands to Bermuda
“Company”	B.A.L. Holdings Limited (Stock code: 8079), an exempted company
	incorporated in the Cayman Islands with limited liability, the
	shares of which are listed on GEM
“Convertible Notes”	the convertible notes in the principal amount of HK$10 million
	issued by the Company in favour of Dr. Ho Wai Sun, the details
	of which were set forth in the circular of the Company dated 24
	December 2007
“Director(s)”	the director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be held on
	Wednesday, 2 April 2008, at 4:30 p.m., to consider and, if thought
	fit, to approve, amongst other things, the M&A Amendment, the
	Change of Domicile, the Bermuda Constitutional Documents
	Adoption and the Capital Re-organisation

Definitions

“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
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Administrative Region of the People’s Republic
	of China
“Latest Practicable Date”	27 February 2008, being the latest practicable date before the
	printing of this circular for ascertaining certain information for
	the purpose of inclusion in this circular
“M&A Amendment”	as defined under the section headed “Change of Domicile” in
	the letter from the Board
“Share(s)”	ordinary share(s) of HK$0.20 each in the existing share capital
	of the Company (before the Capital Reduction becoming
	effective)
“Share Options”	the outstanding 60,762,064 share options of the Company being
	exercisable into 60,762,064 Shares granted under the Share
	Option Scheme
“Share Option Scheme”	the share option scheme adopted by the Company pursuant to
	the written resolution of the Company on 24 September 2001
“Shareholder(s)”	the holder(s) of the Shares or the Adjusted Shares (as the case
	may be)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subdivision of Shares”	the subdivision of each authorised but unissued Share into 20
	Adjusted Shares of HK$0.01 each
“%”	per cent.

ExpEctEd timEtablE

Set out below is the expected timetable for the Change of Domicile and the Capital Re-organisation. This timetable is indicative only and may be varied due to additional time required for compliance with the regulatory requirements in the Cayman Islands or Bermuda. If there is (i) a tropical cyclone warning signal number 8 or above; or (ii) a “black” rainstorm warning signal in force between 9:00 a.m. and 4:00 p.m. on the relevant dates, the relevant dates will be adjourned to the next Business Day which does not have either of those warnings in force in Hong Kong. Any consequential changes to the expected timetable will be published by way of public announcement.

Latest time for lodging proxy forms for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p .m . on Monday, 31 March 2008 EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p .m . on Wednesday, 2 April 2008 Effective date of the M&A Amendment . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 2 April 2008 Publication of the announcement of results of the EGM . . . . . . . . . . . . . .Wednesday, 2 April 2008 Expected effective date of the Change of Domicile and the Capital Re-organisation* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 5 May 2008 Commencement of trading in the Adjusted Shares . . . . . . . . . . . . . . . . . . . . . .Monday, 5 May 2008 First day of free exchange of existing share certificates for new share certificates for the Adjusted Shares . . . . . . . . . . . . . . . . . . . . . . .Monday, 5 May 2008 Last day for free exchange of existing share certificates for new share certificates for the Adjusted Shares . . . . . . . . . . . . . . . . . . .Thursday, 5 June 2008 Note: All times refer to Hong Kong local times

* The expected effective date for the Change of Domicile and the Capital Re-organisation are subject to the relevant conditions precedent (including Shareholders’ approval) being fulfilled.

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

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

3 March 2008

To the Shareholders

Dear Sir or Madam,

ProPoSed ChaNGe of domICILe aNd CaPItaL re-orGaNISatIoN INVoLVING CaPItaL redUCtIoN aNd SUBdIVISIoN of ShareS

INtrodUCtIoN

On 13 February 2008, the Board announced its proposal (i) to change the domicile of the Company from the Cayman Islands to Bermuda by way of de-registration in the Cayman Islands and continuation as an exempted company under the laws of Bermuda; and (ii) upon the Change of Domicile becoming effective, to implement the Capital Re-organisation. The purpose of this circular is to provide you with information relating to the proposed Change of Domicile and the proposed Capital Re-organisation and to give you a notice of the EGM to be held to consider and, if thought fit, to approve, amongst other things, the M&A Amendment, the Change of Domicile, the Bermuda Constitutional Documents Adoption and the Capital Re-organisation.

* for identification purpose only

Letter from the Board

ChaNGe of domICILe

The Board proposes to change the 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, and upon the Change of Domicile becoming effective, to implement the Capital ReOrganisation as set out below.

The Change of Domicile will not alter the underlying assets, investment, management or financial position of the Company nor the proportionate interests of the Shareholders. The Company’s legal advisers are of the view that the continuation of the Company into Bermuda does not create a new legal entity or prejudice or affect the continuity of the Company. The corporate office of the Company will continue to be in Hong Kong.

Furthermore, the Change of Domicile will not involve the formation of a new holding company, the withdrawal of listing of the existing Shares, any issue of new Shares, any transfer of assets of the Company or any change in the existing shareholdings of the Company. Implementation of the Change of Domicile will not affect the listing status of the Shares on GEM.

To facilitate the Change of Domicile, it is proposed that the existing memorandum and articles of association of the Company be amended by adding the following article as Article 182 to it as described in Resolution No. 1 as set out in the notice of the EGM (the “ m&a amendment ”):

“traNSfer BY WaY of CoNtINUatIoN

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.”

Pursuant to the Change of Domicile, a memorandum of continuance and a new set of bye-laws of the Company will be adopted to replace the existing memorandum and articles of association of the Company respectively in order to comply with the Bermuda company law (the “ Bermuda Constitutional documents adoption ”). Details of the new memorandum of continuance and byelaws of the Company are set out in the appendix to this circular. In addition, copies of the existing memorandum and articles of association of the Company and the proposed memorandum of continuance and new bye-laws of the Company will be available for inspection 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 the EGM.

reasons for the Change of domicile

The Company intends to implement the Capital Re-organisation for reason as set forth in the later section of this circular. After making enquiries with the Company’s legal advisers as to the laws of the Cayman Islands and Bermuda, it is noted that if the Company proceeds with the Capital Reduction in the Cayman Islands, the sanction by the Grand Court of the Cayman Islands will be

Letter from the Board

required, and the Company expects that it cannot obtain such sanction in a commercially expedient time frame. In addition, according to the Company’s legal advisers as to the laws of the Cayman Islands and Bermuda, the Capital Reduction may be effected under the Bermuda law without the sanction of the Grand Court of the Cayman Islands or approval of the Supreme Court of Bermuda by way of a change of domicile of the Company from the Cayman Islands to Bermuda through deregistration in the Cayman Islands and continuation in Bermuda. The Board thus considers that it would save the Company’s time and costs for carrying out the Capital Re-organisation in Bermuda by first implementing the Change of Domicile.

Conditions of the Change of domicile

The Change of Domicile shall be conditional upon:

(i) the passing of the necessary resolutions by the Shareholders at the EGM to approve, amongst other things, the M&A Amendment, the Change of Domicile, the Bermuda Constitutional Documents Adoption and the Capital Re-organisation; and
(ii) compliance with the relevant legal procedures and requirements under the Cayman Islands laws, the Bermuda laws and the GEM Listing Rules to effect the M&A Amendment and the Change of Domicile.

CaPItaL re-orGaNISatIoN

Upon the Change of Domicile becoming effective, the Company will implement the Capital Re-organisation, which involves the Capital Reduction and the Subdivision of Shares.

As at the Latest Practicable Date, the authorised share capital of the Company was HK$300,000,000.00 divided into 1,500,000,000 Shares, of which 712,206,405 Shares have been issued and are fully paid. The Capital Reduction will involve the reduction of the nominal value of each Share in issue from HK$0.20 to HK$0.01 by cancelling the paid up capital of the Company to the extent of HK$0.19 on each issued Share as at the date upon which the Capital Reduction becoming effective. The issued share capital of the Company will as a result of the Capital Reduction be reduced by the sum of HK$135,319,216.95 from HK$142,441,281.00 divided into 712,206,405 Shares of HK$0.20 each to HK$7,122,064.05 divided into 712,206,405 Adjusted Shares of HK$0.01 each. Upon the Capital Reduction becoming effective, the Company will carry out the Subdivision of Shares involving the subdivision of each authorised but unissued Share into 20 Adjusted Shares of HK$0.01 each. On the assumption that no further Shares will be issued after the Latest Practicable Date and on the basis of 712,206,405 Shares in issue at the Latest Practicable Date, a credit of HK$135,319,216.95 will arise as a result of the Capital Reduction which will then be transferred to the contributed surplus account of the Company which will provide flexibility to the Company in the future when it wishes to apply the credit amount arising from the Capital Reduction as when it considers appropriate.

Letter from the Board

reason for the Capital re-organisation

With a view to facilitating any fund raising exercise when circumstances arise in the future, the Directors propose to implement the Capital Re-organisation which will allow flexibility for the issue of new Adjusted Shares in the future when the Directors consider appropriate.

effect of the Capital re-organisation

Upon the Capital Re-organisation becoming effective and assuming no further Shares are issued in the meantime, the authorised share capital of the Company will become HK$300,000,000.00 divided into 30,000,000,000 Adjusted Shares, of which 712,206,405 Adjusted Shares of nominal value being HK$0.01 each will be in issue and credited as fully paid up, and the issued share capital of the Company will be HK$7,122,064.05.

Save and except for the estimated expenses incurred in relation to the Change of Domicile and the Capital Re-organisation of approximately HK$1,000,000.00, the implementation of the Capital Re-organisation would not, of itself, alter the underlying assets, liabilities, businesses, management or financial position of the Company and the Group.

The Board believes that the Capital Re-organisation will not have any adverse effect on the financial position of the Company and its subsidiaries and the Board believes that on the date the Capital Re-organisation is to be effected, there is no reasonable ground for believing that the Company is, or after the Capital Re-organisation would be, unable to pay its liabilities as they become due.

The Adjusted Shares will rank pari passu in all respects with each other and the Capital Reorganisation will not result in any change in the relative rights of the Shareholders.

Conditions of the Capital re-organisation

The Capital Re-organisation shall be conditional upon:

(i) the passing of the necessary resolutions by the Shareholders to approve, amongst other things, the M&A Amendment, the Change of Domicile, the Bermuda Constitutional Documents Adoption and the Capital Re-organisation at the EGM;
(ii) compliance with the relevant legal procedures and requirements under the Cayman Islands laws, the Bermuda laws and the GEM Listing Rules to effect the M&A Amendment and the Change of Domicile;
(iii) compliance with the relevant legal procedures and requirements under the Bermuda laws and the GEM Listing Rules to effect the Capital Re-organisation;
(iv) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Adjusted Shares; and
(v) the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Change of Domicile and the Capital Re-organisation.
7 -

Letter from the Board

All of the above conditions cannot be waived. Assuming that all the above conditions are fulfilled, it is expected that the Capital Re-organisation will be effective in May 2008. In addition, the Change of Domicile is not conditional upon the Capital Re-organisation.

Listing and dealings

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Adjusted Shares arising from the Capital Re-organisation.

Subject to the granting of the listing of, and permission to deal in, the Adjusted Shares on the Stock Exchange, the Adjusted Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealing in the Adjusted Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

free exchange of certificates for the adjusted Shares

Shareholders may submit existing certificates for the Shares to the branch share registrar of the Company in Hong Kong, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for exchange, at the expense of the Company for a one-month period from Monday, 5 May 2008 to Thursday, 5 June 2008, subject to the date of the Capital Re-organisation becoming effective on Monday, 5 May 2008, for certificates for the Adjusted Shares. Details of such free exchange of share certificates will be announced as soon as the effective date of the Capital Reorganisation is ascertainable. Thereafter, certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) for each share certificate for the Shares cancelled or each new share certificate issued for the Adjusted Shares, whichever number of certificates cancelled/issued is higher. Nevertheless, certificates for the Shares will continue to be good evidence of legal title and may be exchanged for certificates for the Adjusted Shares at any time.

It is expected that new share certificates for the Adjusted Shares will be available for collection on or after the tenth Business Day after the submission of the existing share certificates for the Shares to the branch share registrar of the Company in Hong Kong for exchange.

adjustment to the Share options and the Convertible Notes

Upon the Capital Re-organisation becoming effective, the exercise/conversion price and the number of the Adjusted Shares to be issued under the Share Options and the Convertible Notes will be adjusted in accordance with the relevant provisions of Share Option Scheme relating to the Share Options and the agreement relating to the Convertible Notes. Such adjustments will be reviewed and certified by auditors or an approved merchant bank to be appointed by the Company and the Company will announce the adjustments in due course.

Letter from the Board

Save and except for the Share Options and the Convertible Notes, the Company had no other outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares as at the Latest Practicable Date.

GeNeraL

Each of the M&A Amendment, the Change of Domicile, the Bermuda Constitutional Documents Adoption and the Capital Re-organisation (including the Capital Reduction and the Subdivision of Shares) is subject to the Shareholders’ approval. No Shareholder will be required to abstain form voting on the relevant resolutions in this regard.

eGm

A notice convening an extraordinary general meeting of the Company to be held on Wednesday, 2 April 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 29 and 31 of this circular for the purpose of considering and, if thought fit, to approve, amongst other things, the M&A Amendment, the Change of Domicile, the Bermuda Constitutional Documents Adoption and the Capital Re-organisation.

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.

ProCedUreS for demaNdING a PoLL

Pursuant to Article 80 of the Articles of Association and the GEM Listing Rules, at any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless voting by way of a poll is required by the GEM Listing Rules or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:–

(i) the chairperson of the meeting; or
(ii) at least five Shareholders present in person or by proxy and entitled to vote at the meeting; or
(iii) any Shareholder(s) present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all Shareholders having the right to attend and vote at the meeting; or
(iv) any Shareholder(s) present in person or by proxy and holding Shares conferring a right to 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
9 -

Letter from the Board

(v) if required by the GEM Listing Rules, the chairperson of the meeting and/or any Director shall demand a poll, if such aggregate proxies held individually or collectively by (i) the chairperson of a particular meeting, and/or (ii) the Directors, account for 5% or more of the total voting rights at such meeting, and if on a show of hands the meeting votes in the opposite manner to that instructed in those proxies.

Unless a poll is so demanded and not withdrawn, a declaration by the chairperson of the meeting that a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the Company’s book containing the minutes of proceedings of meetings of the Company shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

reCommeNdatIoN

The Directors are of the opinion that the M&A Amendment, the Change of Domicile, the Bermuda Constitutional Documents Adoption and the Capital Re-organisation are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the resolutions to be proposed at the EGM.

reSPoNSIBILItY StatemeNt

This circular for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this circular is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this circular misleading; and (3) all opinions expressed in this circular have been arrived at after due and careful consideration and are found on bases and assumptions that are fair and reasonable.

On order of the Board B.a.L. holdings Limited Siu York Chee Chairperson

10 -

appendix Summary of bermuda conStitutional documentS

1. memorandum of continuance

The Memorandum of Continuance to be adopted by the Company will state, inter alia, that the liability of members of the Company is limited to the amount, if any, for the time being unpaid on the shares held by the members and that the Company is an exempted company as defined in the Companies Act. The Memorandum of Continuance will also sets out the objects and powers of the Company. As an exempted company, the Company will be carrying on business outside Bermuda from a place of business in Bermuda.

In accordance with and subject to section 42A of the Companies Act, the Memorandum of Continuance of the Company will empower the Company to purchase its own shares and this power is exercisable by the Board of Directors (“the Board”) upon such terms and subject to such conditions as it thinks fit.

2. bye-laWS

The following is a summary of certain provisions of the Bye-laws to be adopted by the Company with effect from the date that the Company is continued into Bermuda.

a. Shares

(i) Classes of Shares

The share capital of the Company consists of ordinary shares.

(ii) Share Certificates

Every certificate for shares, warrants or debentures or representing any other form of securities of the Company shall be issued under the seal of the Company, which for this purpose may be a securities seal. In relation to the use of the securities seal for sealing certificates for shares or other securities of the Company, no signature of any Director, officer or other person and no mechanical reproduction thereof shall be required on any such certificates or other document and any such certificates or other document to which such securities seal is affixed shall be valid and deemed to have been sealed and executed with the authority of the Board notwithstanding the absence of any such signature or mechanical reproduction as aforesaid.

The Company shall not be bound to register more than four persons as joint holders of any share.

11 -

appendix Summary of bermuda conStitutional documentS

b. directors

(i) Power to allot and issue shares

Without prejudice to any special rights or restrictions for the time being attaching to any shares or any class of shares, any share may be issued upon such terms and conditions and with such preferred, deferred or other special rights, or such restrictions, whether as regards dividend, voting, return of capital or otherwise, as the Company may from time to time by ordinary resolution determine (or, in the absence of any such determination or so far as the same may not make specific provision, as the Board may determine) and any preference share may, subject to the Companies Act and with the sanction of a special resolution, be issued on terms that it is liable to be redeemed upon the happening of a specified event or upon a given date and either at the option of the Company or, if so authorised by the Memorandum of Continuance of the Company, at the option of the holder. The Board may, subject to the approval of the members in general meeting, issue warrants to subscribe for any class of shares or securities of the Company on such terms as it may from time to time determine.

The Board may, subject to the approval by the members in general meeting, issue warrants to subscribe for any class of shares or securities of the Company on such terms as the Board may from time to time determine. Where warrants are issued to bearer, no certificate thereof shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original certificate thereof has been destroyed and the Company has received an indemnity in such form as the Board shall think fit with regard to the issue of any such replacement certificate.

Subject to the provisions of the Companies Act and the Bye-laws, and to the permission of the Bermuda Monetary Authority being obtained, all unissued shares in the Company shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times, for such consideration and generally on such terms as it shall in its absolute discretion think fit, but so that no shares shall be issued at a discount.

(ii) Power to dispose of the assets of the Company or any subsidiary

There are no specific provisions in the Bye-laws relating to the disposal of the assets of the Company or any of its subsidiaries although the Board may exercise all powers and do all acts and things which may be exercised or done or approved by the Company and which are not required by the Bye-laws or the statutes to be exercised or done by the Company in general meeting.

12 -

Summary of bermuda conStitutional documentS

appendix

(iii) Compensation or payments for loss of office

Payments to any Director or past Director of the Company of any sum by way of compensation for loss of office or as consideration for or in connection with his retirement from office (not being a payment to which the Director is contractually entitled) must be approved by the Company in general meeting.

(iv) Loans to Directors

There are no provisions in the Bye-laws relating to the making of loans to Directors. However, the Companies Act contains restrictions on companies making loans to their directors, the relevant provisions of which are summarized in section 4(n) of this appendix.

(v) Financial assistance to acquire shares of the Company
(aa) Subject, where applicable, to the rules of any relevant stock exchange, the Company may in accordance with an employees’ share scheme approved by the members in general meeting provide money on such terms as the Board thinks fit for the acquisition of fully or partly paid shares in the Company or its holding company. An employees’ share scheme is a scheme for encouraging or facilitating the holding of shares or debentures in the Company by or for the benefit of the bona fide employees or former employees (including, notwithstanding section 96 of the Companies Act, any such bona fide employee or former employee who is or was also a Director) of the Company, the Company’s subsidiary or holding company or a subsidiary of the Company’s holding company, or the wives, husbands, widows, widowers or children or step-children under the age of twenty-one of such employees or former employees;
(bb) Subject, where applicable, to the rules of any relevant stock exchange, the Company, the Company’s subsidiary or holding company or a subsidiary of the Company’s holding company may make loans to persons (including, notwithstanding section 96 of the Companies Act, any such bona fide employee or former employee who is or was also a Director) employed in good faith by the Company with a view to enabling those persons to acquire fully or partly paid shares in the Company or its holding company to be held by them by way of beneficial ownership; and
(cc) The conditions subject to which money and loans are provided may include a provision to the effect that when an employee ceases to be employed by the Company, the shares acquired with such financial assistance shall or may be sold to the Company or such other company on such terms as the Board thinks fit.
13 -

Summary of bermuda conStitutional documentS

appendix

(vi) Disclosure of interests in contracts with the Company or any of its subsidiaries

Subject to the Companies Act, a Director may hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine. A Director of the Company may be or become a director or other officer of, or be otherwise interested in, any company promoted by the Company or any other company in which the Company may be interested, and shall not be liable to account to the Company or the members for any remuneration, profit or other benefit received by him as a director or officer of or from his interest in such other company. The Board may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company. A Director shall not vote or be counted in the quorum on any resolution of the Board concerning his own appointment as the holder of any office or place of profit with the Company or any other company in which the Company is interested (including the arrangement or variation of the terms thereof, or the termination thereof).

Subject to the provisions of the Companies Act and the Bye-laws, no Director or proposed or intended Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor will any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or the fiduciary relationship thereby established. A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company must declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first taken into consideration, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested.

Save as otherwise provided by the Bye-laws, a Director shall not vote (nor shall he be counted in the quorum) on any resolution of the Board in respect of any contract or arrangement in which he or any of his associates has a material interest, and if he does so his vote shall not be counted, but this prohibition will not apply to any of the following matters namely:–

(aa) any contract or arrangement for the giving by the Company of any security or indemnity to the Director or his associate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company and any of its subsidiaries;
14 -

Summary of bermuda conStitutional documentS

appendix

(bb) any contract or arrangement for the giving by the Company of any security to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has himself/themselves assumed responsibility or guaranteed or secured in whole or in part whether solely or jointly;
(cc) any contract or arrangement concerning an offer of the shares, debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
(dd) any contract or arrangement in which the Director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company;
(ee) any contract or arrangement concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or member or in which the Director or his associate(s) is/are beneficially interested in shares of that company, provided that the Director and any of his associates are not in aggregate beneficially interested in five (5) per cent or more of the issued shares of any class of shares of such company (or of any third company through which his interest or that of his associates is derived) or of the voting rights;
(ff) any proposal or arrangement for the benefit of employees of the Company or its subsidiaries including the adoption, modification or operation of a pension fund or retirement, death or disability benefit scheme which relates both to Directors, his associate(s) and employees of the Company or any of its subsidiaries and does not give the Director or his associate(s), as such any privilege not generally accorded to the class of persons to whom such scheme or fund relates; and
(gg) any proposal or arrangement concerning the adoption, modification or operation of any employee’s share scheme involving the issue or grant of options over shares or other securities by the Company to, or for the benefit of, the employees of the Company or its subsidiaries under which the Director or his associate(s) may benefit.
15 -

Summary of bermuda conStitutional documentS

appendix

(vii) Remuneration

The Directors shall be entitled to receive by way of remuneration for their services such sum as is from time to time determined by the Company in general meeting, such sum (unless otherwise directed by the resolution by which it is voted) to be divided amongst the Directors in such proportions and in such manner as the Board may agree, or failing agreement, equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office. The foregoing provisions shall not apply to a Director who holds any salaried employment or office in the Company except in the case of sums paid in respect of Directors’ fees. The Directors shall also be entitled to be repaid all travelling, hotel and other expenses reasonably incurred by them respectively in or about the performance of their duties as Directors, including their expenses of travelling to and from board meetings, committee meetings or general meetings, or otherwise incurred whilst engaged on the business of the Company or in the discharge of their duties as Directors. The Board may grant special remuneration to any Director, who being called upon, performs any special or extra services to or at the request of the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, commission or participation in profits or otherwise as may be arranged. Notwithstanding the foregoing the remuneration of a managing director, joint managing director, deputy managing director or other executive director or a Director appointed to any other office in the management of the Company may be fixed from time to time by the Board and may be by way of salary, commission or participation in profits or otherwise or by all or any of those modes and with such other benefits (including pension (and/or gratuity) and/or other benefits on retirement) and allowances as the Board may from time to time decide. Such remuneration is in addition to his remuneration as a Director.

The Board also has power to establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or superannuation funds for the benefit of, or to give or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any persons who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company, or is allied or associated with the Company or with any such subsidiary company, or who are or were at any time Directors or officers of the Company or of any such other company as aforesaid, and holding or who have held any salaried employment or office in the Company or such other company, and the spouses, widows, widowers, families and dependents of any such persons and may make payments for or towards the insurance of any such persons. Any Director holding any such employment or office is entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument.

16 -

Summary of bermuda conStitutional documentS

appendix

(viii) Retirement, appointment and removal

At each annual general meeting one-third of the Directors for the time being (or if their number is not three or a multiple of three, then the number nearest one-third) will retire from office by rotation. The Directors to retire in every year will be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot.

No person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall have been lodged at the head office or at the registration office at least seven days before the date of the general meeting.

Directors of the Company are entitled to attend and speak at all general meetings.

The number of Directors shall not be less than two. A Director may be removed by a special resolution of the Company before the expiration of his period of office (but without prejudice to any claim which such Director may have for damages for breach of any contract of service between him and the Company). The Company may from time to time in general meeting by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next general meeting of the Company and shall then be eligible for re-election at the meeting.

There is no shareholding qualification for Directors nor is there any specified age limit for Directors.

The Board may from time to time entrust to and confer upon a managing director, joint managing director, deputy managing director or executive director all or any of the powers of the Board that it may think fit provided that the exercise of all powers by such Director shall be subject to such regulations and restrictions as the Board may from time to time make and impose. The Board may delegate any of its powers to committees consisting of such member or members of its body and such other persons as the Board thinks fit, and it may from time to time revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes, but every committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the Board.

17 -

Summary of bermuda conStitutional documentS

appendix

(ix) Borrowing powers

Subject to the provisions of the Companies Act, the Board may from time to time at its discretion exercise all the powers of the Company to raise or borrow or to secure the payment of any sum or sums of money for the purposes of the Company and to mortgage or charge its undertaking, property and uncalled capital or any part thereof. The Board may raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit and in particular by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

c. alterations to constitutional documents

The Memorandum of Continuance of the Company may, with the consent of the Minister of Finance of Bermuda (the “Minister”), be altered by the Company in general meeting. The Bye-laws may be amended by the Directors subject to the approval of the Company in general meeting. The Bye-laws state that a special resolution is required to alter the Memorandum of Continuance, to approve any amendment of the Bye-laws or to change the name of the Company.

d. alterations of capital

The Company may from time to time by ordinary resolution:–

(i) increase its share capital by the creation of new shares;
(ii) consolidate or divide all or any of its share capital into shares of larger amount than its existing shares; on any consolidation of fully paid shares into shares of larger amount, the Board may settle any difficulty which may arise as it thinks expedient and in particular (but without prejudice to the generality of the foregoing) may, as between the holders of the shares to be consolidated, determine which particular shares are to be consolidated into each consolidated share, and if it shall happen that any person shall become entitled to fractions of a consolidated share or shares, such fractions may be sold by some person appointed by the Board for that purpose and the person so appointed may transfer the shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would otherwise be entitled to a fraction or fractions of a consolidated share or shares ratably in accordance with their rights and interests or may be paid to the Company for the Company’s benefit;
18 -

Summary of bermuda conStitutional documentS

appendix

(iii) divide its shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions;
(iv) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled;
(v) sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Continuance, subject nevertheless to the Companies Act, and so that the resolution whereby any shares is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred or other special rights over, or may have such deferred rights or be subject to any such restrictions as compared with the others as the Company has power to attach to unissued or new shares;
(vi) change the currency denomination of its share capital; and
(vii) subject to applicable regulatory requirements, make provision for the issue and allotment of shares which do not carry any voting rights.

The Company may by special resolution reduce its share capital, any capital redemption reserve fund or any share premium account or other undistributable reserve in any manner authorised and subject to any conditions prescribed by law.

e. Variation of rights of existing shares or classes of shares

If at any time the capital is divided into different classes of shares, all or any of the special rights (unless otherwise provided for by the terms of issue of that class) attached to any class may, subject to the provisions of the Companies Act, be varied or abrogated either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting the provisions of the Bye-laws relating to general meetings will mutatis mutandis apply, but so that the necessary quorum is not less than two persons holding or representing by proxy one-third in nominal value of the issued shares of the class, and that any holder of shares of the class present in person or by proxy or by a duly authorised corporate representative may demand a poll.

f. Special resolutions – majority required

A special resolution of the Company must be passed by a majority of not less than threefourths of the votes cast of such members as, being entitled so to do, vote in person or, where a corporate representative is allowed, by a duly authorised corporate representative or, where proxies are allowed, by proxy at a general meeting of which not less than 21 days’ notice,

19 -

Summary of bermuda conStitutional documentS

appendix

specifying the intention to propose the resolution as a special resolution, has been duly given. However, if it is so agreed by a majority in number of the members having a right to attend and vote at such meeting, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right, a resolution may be proposed and passed as a special resolution at a meeting of which less than 21 days’ notice has been given.

g. Voting rights and right to demand a poll

Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a show of hands every member who is present in person or by a duly authorised corporate representative or by proxy shall have one vote and on a poll, every member present in person or by a duly authorised corporate representative or by proxy shall have one vote for every share of which he is the holder which is fully paid up or credited as fully paid (but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share). On a poll, a member entitled to more than one vote need not use all his votes or cast all the votes in the same way.

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded by (i) the chairperson of the meeting; or (ii) by at least three members present in person or by proxy or by a duly authorised corporate representative for the time being entitled to vote at the meeting; or (iii) by any member or members present in person or by proxy or by a duly authorised corporate representative and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or (iv) by a member or members present in person or by proxy or by a duly authorised corporate representative and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

h. requirements for annual general meetings

An annual general meeting must be held once in every year and within not more than fifteen months after the last preceding annual general meeting.

i. accounts and audit

The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipts and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Companies Act affecting the Company or necessary to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions.

The books of account are to be kept at the head office or at such other place as the Board thinks fit and shall always be open to the inspection of the Directors provided that such records as are required by the Companies Act shall also be kept at the registered office. No member

20 -

Summary of bermuda conStitutional documentS

appendix

(not being a Director) or other person has any right to inspect any account or book or document of the Company except as conferred by the Companies Act or ordered by a court of competent jurisdiction or authorised by the Board or by the Company in general meeting.

The Board shall from time to time cause to be prepared and laid before the Company at its annual general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are required by the Companies Act. Every balance sheet of the Company shall be signed on behalf of the Board by two Directors and a copy of every balance sheet (including every document required by law to be comprised therein or attached or annexed thereto) and profit and loss account which is to be laid before the Company at its annual general meeting, together with a copy of the Directors’ report and a copy of the auditors’ report, shall not less than twenty-one days before the date of the meeting, be sent to every member of, and every holder of debentures of, the Company and every other person entitled to receive notices of general meetings of the Company under the Companies Act or of the Bye-laws. If all or any of the shares or debentures of the Company are for the time being (with the consent of the Company) listed or dealt in on any stock exchange, there shall be forwarded to the appropriate officer of such stock exchange such number of copies of such documents as may for the time being required under its regulations or practice.

Auditors shall be appointed and their duties regulated in accordance with the Companies Act. Subject as otherwise provided by such provisions the remuneration of the auditors shall be fixed by or on the authority of the Company at each annual general meeting, but in respect of any particular year, the Company in general meeting may delegate the fixing of such remuneration to the Board.

j. notices of meetings and business to be conducted thereat

An annual general meeting and any special general meeting at which it is proposed to pass a special resolution must be called by twenty-one days’ notice in writing at least and any other special general meeting shall be called by at least fourteen days’ notice in writing (in each case exclusive of the day on which the notice is served or deemed to be served and of the day for which it is given). The notice shall specify the place, the day and the hour of meeting and, in the case of special business, the general nature of that business.

Any notice or document to be given or issued under the Bye-laws shall be in writing, and may be served by the Company on any member either personally or by sending it through the post in a prepaid envelope or wrapper addressed to such member at his registered address as appearing in the Company’s register of members or by delivering or leaving it at such registered address as aforesaid or (in the case of a notice) by advertisement in the newspapers. Any member whose registered address is outside Hong Kong may notify the Company in writing of an address in Hong Kong which for the purpose of service of notice shall be deemed to be his registered address. Where the registered address of the member is outside Hong Kong, notice, if given through the post, shall be sent by prepaid airmail letter.

21 -

appendix Summary of bermuda conStitutional documentS

k. transfer of shares

All transfers of shares must be effected by transfer in writing in the usual or common form or in any other form acceptable to the Board and may be under hand or by means of mechanically imprinted signatures or such other manner as the Board may from time to time approve. An instrument of transfer must be executed by or on behalf of the transferor and by or on behalf of the transferee and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register of members in respect thereof.

The Board may, in its absolute discretion, at any time and from time to time transfer any share upon the principal register to any branch register or any share on any branch register to the principal register or any other branch register.

Unless the Board otherwise agrees, no shares on the principal register shall be transferred to any branch register nor shall shares on any branch register be transferred to the principal register or any other register. All transfers and other documents of title must be lodged for registration and registered, in the case of shares on a branch register, at the relevant registration office and, in the case of shares on the principal register, at the transfer office in Bermuda.

The Board may in its absolute discretion and without assigning any reason therefore, refuse to register any transfer of any shares (not being fully paid shares) to a person of whom it does not approve and it may refuse to register the transfer of any shares (not being fully paid shares) on which the Company has a lien. The Board may also refuse to register a transfer of shares (whether fully paid or not) in favour of more than four persons jointly. If the Board refuses to register a transfer, it will within two months after the date on which the transfer was lodged with the Company send to the transferor and transferee notice of the refusal.

The Board may decline to recognise any instrument of transfer unless a fee of such sum as the Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time determine is paid to the Company in respect thereof has been paid, the shares are free of any lien in favour of the Company, the instrument of transfer is properly stamped, is in respect of only one class of share and is lodged at the relevant registration or transfer office accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do). Where applicable, the permission of the Bermuda Monetary Authority with respect thereto shall be obtained.

The registration of transfers may, on giving notice by advertisement in an appointed newspaper in Bermuda and in one or more newspapers circulating in Hong Kong, be suspended at such times and for such periods as the Board may from time to time determine and either generally or in respect of any class of shares. The register of members shall not be closed for more than thirty days in any year.

22 -

appendix Summary of bermuda conStitutional documentS

Fully paid Shares shall be free from any restriction with respect to the right of the holder thereof to transfer such Shares (except when permitted by the Stock Exchange) and shall also be free from all liens.

l. power for the company to purchase its own shares

The Bye-laws give the Board the power to determine the terms and conditions subject to which this power is to be exercised.

m. power of any subsidiary of the company to own shares in the company

There are no provisions in the Bye-laws relating to ownership of the Company by a subsidiary.

n. dividends and other methods of distribution

The Company in general meeting may declare dividends in any currency but no dividends shall exceed the amount recommended by the Board.

Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends will be apportioned and paid pro rata according to the amounts paid or credited as paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. No amount paid upon a share in advance of calls will for this purpose be treated as paid up on the shares. The Board may retain any dividends or other moneys payable on or in respect of a share upon which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists. The Board may deduct from any dividend or bonus payable to any member all sums of money (if any) presently payable by him to the Company on account of calls, instalments or otherwise.

Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared on the share capital of the Company, the Board may further resolve either (a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the members entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment, or (b) that the members entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Board may think fit. The Company may also upon the recommendation of the Board by a special resolution resolve in respect of any one particular dividend of the Company that it may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to members to elect to receive such dividend in cash in lieu of such allotment.

Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind.

23 -

Summary of bermuda conStitutional documentS

appendix

The Board may, if it thinks fit, receive from any member willing to advance the same, and either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any Shares held by him, and in respect of all or any of the moneys so advanced may pay interest at such rate (if any) not exceeding 20% per annum, as the Board may decide but a payment in advance of a call shall not entitle the member to receive any dividend or to exercise any other rights or privileges as a member in respect of the Share or the due portion of the Shares upon which payment has been advanced by such member before it is called up.

All dividends or bonuses unclaimed for one year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof. All dividends or bonuses unclaimed for six years after having been declared may be forfeited by the Board and shall revert to the Company.

The Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on 2 consecutive occasions or after the first occasion on which such a cheque or warrant is returned undelivered.

o. proxies

Any member of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holders of any class of shares in the Company is entitled to appoint another person as his proxy to attend and vote instead of him. Votes, whether on a show of hands or on a poll may be given either personally or by a duly authorised corporate representative or by proxy. A member holding two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a member of the Company.

The instrument appointing a proxy, shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

The instrument appointing a proxy to vote at a general meeting shall: (i) be deemed to confer authority upon the proxy to demand or join in demanding a poll and to vote on any resolution (or amendment thereto) put to the meeting for which it is given as the proxy thinks fit. Provided that any form issued to a member for use by him for appointing a proxy to attend and vote at a special general meeting or at an annual general meeting at which any business is to be transacted shall be such as to enable the member, according to his intentions, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise his discretion in respect of) each resolution dealing with any such business; and (ii) unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

24 -

Summary of bermuda conStitutional documentS

appendix

Where that member is a recognised clearing house within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), it may appoint such person or persons as it thinks fit to act as its proxy or proxies or as its corporate representative or representatives, to the extent permitted by the Companies Act, at any members’ general meeting or any meeting of any class of members provided that if more than one proxy or corporate representative is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy or corporate representative is to be appointed. The person so appointed will be entitled to exercise the same powers on behalf of the clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise as if it were an individual member of the Company including the right to vote individually on a show of hands. The number of persons a clearing house may appoint to act as its corporate representative or representatives shall not exceed the number of shares held by the clearing house (or its nominee), being shares in respect of which there is an entitlement to attend and vote at the relevant meeting.

In addition, a proxy or proxies representing either an individual member or a member which is a corporation, shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise including the right to vote individually on a show of hands.

p. calls on shares and forfeiture of shares

The Board may from time to time make such calls as it may think fit upon the members in respect of any monies unpaid on the shares held by them respectively (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times. A call may be made payable either in one sum or by instalments. If the sum payable in respect of any call or instalment is not paid on or before the day appointed for payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding 20 per cent per annum as the Board shall fix from the day appointed for the payment thereof to the time of actual payment, but the Board may waive payment of such interest wholly or in part. The Board may, if it thinks fit, receive from any member willing to advance the same, either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any shares held by him, and upon all or any of the monies so advanced the Company may pay interest at such rate (if any) not exceeding 20 per cent per annum as the Board may decide.

If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment. The notice will name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice is to be made, and it will also name the place where payment is to be made, such place being either the registered office of the Company, or some other place at

25 -

appendix Summary of bermuda conStitutional documentS

which calls of the Company are usually made payable. The notice shall also state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.

If the requirements of any such notice are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture will include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture.

A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall, notwithstanding, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares together with (if the Board shall in its discretion so require) interest thereon from the date of forfeiture until payment at such rate not exceeding 20 per cent per annum as the Board may prescribe.

q. inspection of register of members

There are no provisions in the Bye-laws relating to inspection of the register of members.

r. Quorum for meetings and separate class meetings

For all purposes the quorum for a general meeting shall be two members present in person or by a duly authorised corporate representative or by proxy and entitled to vote. In respect of a separate class meeting convened to sanction the modification of class rights, the necessary quorum shall not be less than two persons holding or representing by proxy or by a duly authorised corporate representative one-third in nominal value of the issued shares of that class.

s. rights of the minorities in relation to fraud or oppression

There are no provisions in the Bye-laws relating to rights of minority members in relation to fraud or oppression. However, Bermuda company law provides for protection of minorities, as summarised in paragraph 4(o) of this appendix.

t. procedures on liquidation

A resolution that the Company be wound up by the court or be wound up voluntarily must be a special resolution.

If the Company shall be wound up, the surplus assets remaining after payment to all creditors are to be divided among the members in proportion to the capital paid up on the shares held by them respectively, and if such surplus assets shall be insufficient to repay the

26 -

appendix Summary of bermuda conStitutional documentS

whole of the paid up capital, they are to be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up on the shares held by them respectively, all subject to the rights of any shares issued on special terms and conditions.

If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the sanction of a special resolution, divide among the members in specie or kind the whole or any part of the assets of the Company and whether the assets consist of property of one kind or consists of properties of different kinds and the liquidator may, for such purposes, set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division is to be carried out as between the members or different classes of members and the members within each class. Under the Companies Act the liquidator may, with the like sanction, vest any one or more class or classes of property and may determine how such division shall be carried out as between the members or different classes of members. Under the Companies Act, the liquidator may, with like sanction, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator, with the like sanction shall think fit, but so that no member shall be compelled to accept any shares or other assets upon which there is a liability.

u. Stock

The Company may by ordinary resolution convert any fully paid up shares into stock, and may from time to time by like resolution reconvert any stock into fully paid up shares of any denominations. The holders of stock may transfer the same or any part thereof in the same manner, and subject to the same regulations as and subject to which the shares from which the stock arose might prior to conversion have been transferred or as near thereto as circumstances admit, but the Board may from time to time, if it thinks fit, fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but so that such minimum shall not exceed the nominal amount of the shares from which the stock arose. No warrants to bearer shall be issued in respect of any stock. The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, participation in assets on a winding-up, voting at meetings and other matters, as if they held the shares from which the stock arose, but no such privilege of the Company shall be conferred by an amount of stock which would not, if existing in shares, have conferred such privilege or advantage. All such of the provisions of the Bye-laws as are applicable to paid up shares shall apply to stock, and the words “share” and “member” therein shall include “stock” and “stockholder”.

v. untraceable members

The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a member who is untraceable, but no such sale shall be made unless:–

i) all cheques or warrants, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Bye-Laws of the Company have remained uncashed;
27 -

appendix Summary of bermuda conStitutional documentS

ii) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law;
iii) the Company has caused an advertisement to be inserted in the newspapers of its intention to sell such shares and a period of three months has elapsed since the date of such advertisement; and
iv) the Company has notified the Stock Exchange of its intention to effect such sale.

w. other provisions

The Bye-laws provide that, subject to the Companies Act, if any of the rights attached to any warrants issued by the Company shall remain exercisable and the Company does any act which would result in the subscription price under such warrants being reduced below the par value of a share, a subscription right reserve shall be established and applied in paying up the difference between the subscription price and the par value of a share on any exercise of the warrants.

Note: The Companies Act prevents a company from giving financial assistance in the subscription of its shares (subject to certain exceptions). A subscription right reserve may only be created and used for the above purpose if an exception applies.

3. Variation of memorandum of continuance and bye-laWS

The Memorandum of Continuance of the Company may be altered by the Company in general meeting and if the Company intends to carry on any “restricted business activity” for the purposes of the Companies Act, the prior consent of the Minister will also be required. The Bye-laws may be amended by the Board subject to the approval of the Company in general meeting. The Bye-laws state that a special resolution shall be required to alter provisions of the Memorandum of Continuance, to approve any amendment of the Bye-laws or to change the name of the Company. For these purposes a resolution is a special resolution if it has been passed by a majority of not less than three-fourths of the votes cast of such members of the Company as, being entitled so to do, vote in person or, by a duly authorised corporate representative or, where permitted, by proxy at a general meeting of which not less than 21 days’ notice specifying the intention to propose the resolution as a special resolution has been duly given. The requirement of 21 days’ notice may be waived (a) in the case of a special general meeting, by a majority number of the members having the right to attend and vote at the relevant meeting, being a majority holding not less than 95 per cent. in nominal value of the shares giving that right; and (b) in the case of an annual general meeting, if it is so agreed by all members entitled to attend and vote thereat.

28 -

Notice of eGM

**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 eXtRAoRDiNARY GeNeRAL MeetiNG

Notice iS HeReBY GiVeN that an extraordinary general meeting of B.A.L. Holdings Limited (the “ company ”) will be held on Wednesday, 2 April 2008 at 4:30 p.m. (the “ Meeting ”) at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong for the purpose of considering, and if thought fit, passing the following resolutions as special resolutions of the Company:

SPeciAL ReSoLUtioNS

1. “tHAt 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

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.”
“tHAt:
(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;
29 -

Notice of eGM

(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 bye-laws 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.”
“ tHAt subject to (i) the passing of Resolution 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 ”):
(a) 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 ”);
(b) 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 ”);
(c) 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
30 -

Notice of eGM

(d) 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 includes the Capital Reduction and the Subdivision of Shares.”

On order of the Board B.A.L. Holdings Limited Siu York chee Chairperson

Hong Kong, 3 March 2008

Registered office: Head office and principal place of P.O. Box 309, Ugland House business in Hong Kong: South Church Street, George Town Room 1401, 14th Floor Grand Cayman Guardian House Cayman Islands 32 Oi Kwan Road British West Indies Wanchai, Hong Kong

Notes:

Any member entitled to attend and vote at the Meeting or at any adjourned meetings thereof (as the case may be) is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares of the Company may appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.
A form of proxy for use at the Meeting or at any adjourned meetings thereof (as the case may be) is enclosed.
The form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be under its seal or the hand of an officer, attorney or other person duly authorized to sign the same.
To be valid, the form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be delivered to the Company’s branch share registrar in Hong Kong, Tricor Standard Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting thereof (as the case may be).
Completion and delivery of the form of proxy will not preclude members from attending and voting in person at the Meeting or at any adjourned meeting thereof (as the case may be) should they so wish and, in such event, the form of proxy shall be deemed to be revoked.
In the case of joint holders of any share of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the Meeting in personal or by proxy, that one of the said persons so present 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.
As at the date of this notice of the Meeting, the board of directors of the Company comprises two executive directors of the Company, namely, Ms. Siu York Chee and Mr. Leung Kwok Kui; and three independent non-executive directors of the Company, namely, Mr. Hung Anckes Yau Keung, Dr. Siu Yim Kwan, Sidney and Mr. Tsui Pui Hung, Walter.
for identification purpose only
31 -

AI assistant

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

51257_rns_2008-02-29_f9a5ae3e-a793-41a7-9879-9b8aa75977cb.pdf

B.A.L. Holdings Limited 變靚D控股有限公司[*]

PROPOsED CHANGE OF DOMiCiLE AND CAPiTAL RE-ORGANisATiON iNVOLViNG CAPiTAL REDUCTiON AND sUBDiVisiON OF sHAREs

CONTENTS

Definitions

Definitions

ExpEctEd timEtablE

B.a.L. holdings Limited 變靚d控股有限公司[*]

ProPoSed ChaNGe of domICILe aNd CaPItaL re-orGaNISatIoN INVoLVING CaPItaL redUCtIoN aNd SUBdIVISIoN of ShareS

INtrodUCtIoN

ChaNGe of domICILe

“traNSfer BY WaY of CoNtINUatIoN

reasons for the Change of domicile

Letter from the Board

Conditions of the Change of domicile

CaPItaL re-orGaNISatIoN

reason for the Capital re-organisation

effect of the Capital re-organisation

Conditions of the Capital re-organisation

Letter from the Board

Listing and dealings

free exchange of certificates for the adjusted Shares

adjustment to the Share options and the Convertible Notes

GeNeraL

eGm

ProCedUreS for demaNdING a PoLL

reCommeNdatIoN

reSPoNSIBILItY StatemeNt

1. memorandum of continuance

2. bye-laWS

a. Shares

b. directors

(vii) Remuneration

(viii) Retirement, appointment and removal

appendix

(ix) Borrowing powers

c. alterations to constitutional documents

d. alterations of capital

appendix

e. Variation of rights of existing shares or classes of shares

f. Special resolutions – majority required

g. Voting rights and right to demand a poll

h. requirements for annual general meetings

i. accounts and audit

j. notices of meetings and business to be conducted thereat

k. transfer of shares

l. power for the company to purchase its own shares

m. power of any subsidiary of the company to own shares in the company

n. dividends and other methods of distribution

o. proxies

p. calls on shares and forfeiture of shares

q. inspection of register of members

r. Quorum for meetings and separate class meetings

s. rights of the minorities in relation to fraud or oppression

t. procedures on liquidation

u. Stock

v. untraceable members

w. other provisions

3. Variation of memorandum of continuance and bye-laWS

B.A.L. Holdings Limited 變靚D控股有限公司[*]

Notice of eXtRAoRDiNARY GeNeRAL MeetiNG

SPeciAL ReSoLUtioNS

“tRANSfeR BY WAY of coNtiNUAtioN

Notice of eGM

More from Wisdomcome Group Holdings Ltd.

Wisdomcome Group Holdings Ltd. Proxy Solicitation & Information Statement 2008

**B.A.L. Holdings Limited 變靚D控股有限公司[*]**

**B.a.L. holdings Limited 變靚d控股有限公司[*]**

**B.A.L. Holdings Limited 變靚D控股有限公司[*]**