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

Jan 30, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult your licensed securities dealers, bank manger, solicitors, professional accountants or other professional advisers.

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 or the transferee.

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)

DISCLOSEABLE TRANSACTIONS DISPOSAL OF PROPERTIES

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

31 January 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 in order to obtain up-to-date information on GEM-listed issuers.

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CONTENTS

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

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Definitions

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

• “Board”

the board of Directors

“Company”

B.A.L. Holdings Limited (Stock code: 8079), a company incorporated in the Cayman Islands with limited liability, whose shares are listed on GEM

• “Director(s)”

the director(s) of the Company

• “Disposal”

the First Disposal and the Second Disposal

• “First Disposal”

disposal of the First Property by Top Euro

• “First Disposal Agreement”

the preliminary sales and purchase agreement dated 12 January 2008 entered into between Top Euro and the First Purchaser

• “First Property”

the property located at Unit 10, 7/F., Lippo Sun Plaza, No. 28 Canton Road, Tsimshatsui, Kowloon, Hong Kong

• “First Purchaser”

• Ms. Kingkaew, Arunee

• “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 dollars, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Administrative Region of the People’s Republic of China

• “Independent Third

• Party(ies)”

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

• “Latest Practicable Date”

28 January 2008, being the latest practicable date before the printing of this circular for ascertaining certain information for the purpose of inclusion in this circular

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Definitions

• “Property” the First Property and the Second Property “Purchasers” the First Purchaser and the Second Purchaser “SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

• “Second Disposal” disposal of the Second Property by Top Euro “Second Disposal the preliminary sales and purchase agreement dated 15 January 2008 Agreement” entered into between Top Euro and the Second Purchaser

• “Second Property” the property located at Unit 9, 7/F., Lippo Sun Plaza, No. 28 Canton Road, Tsimshatsui, Kowloon, Hong Kong

• “Second Purchaser” Ms. Tsoi Pui Fei “Share(s)” ordinary share(s) of HK$0.20 each in the share capital of the Company

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

• “%” per cent.

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Letter from the Board

B.a.L. holdings Limited 變靚d控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8079)

Executive Directors:

Ms. Siu York Chee

Mr. Leung Kwok Kui

Independent non-executive Directors:

Mr. Hung Anckes Yau Keung, Ph.D, MBA, FCPA

(Practising), FCCA, CICPA, ACMA, 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

31 January 2008

To the Shareholders

Dear Sir or Madam,

dISCLoSeaBLe traNSaCtIoNS dISPoSaL of ProPertIeS

INtrodUCtIoN

The Company announced on 16 January 2008 that on 12 and 15 January 2008, Top Euro, an indirect wholly-owned subsidiary of the Company entered into the First Disposal Agreement and the Second Disposal Agreement with the First Purchaser and the Second Purchaser respectively regarding the disposal of the Property.

Each of the First Disposal and the Second Disposal constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules. Since the First Purchaser and the Second Purchaser are not connected or associated with each other, Rule 19.23(1) of the GEM Listing Rules does not apply. The First Disposal and the Second Disposal should therefore not be aggregated.

The purpose of this circular is to provide you with details of the Disposal and other information as required by the GEM Listing Rules.

* for identification purpose only

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Letter from the Board

the dISPoSaL

(1) fIrSt dISPoSaL aGreemeNt

date

• 12 January 2008

Parties

Vendor: Top Euro Purchaser: Ms. Kingkaew, Arunee. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the First Purchaser is an Independent Third Party.

Subject: the First Property

Consideration and payment terms for the first disposal:

The consideration for the First Disposal of HK$18,315,430 has been determined after arm’s length negotiations between Top Euro and the First Purchaser by reference to the prevailing market value of similar properties in the same area.

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

• (i) an initial deposit in the sum of HK$600,000 has been paid by the First Purchaser upon signing of the First Disposal Agreement;

• (ii) a further deposit of HK$1,231,543 has been paid by the First Purchaser on 28 January 2008; and

• (iii) the remaining balance of HK$16,483,887 will be paid by the First Purchaser on 1 February 2008.

Completion of the first disposal

Completion of the First Disposal will take place on 1 February 2008 on which date the First Property will be delivered to the First Purchaser.

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Letter from the Board

(2) SeCoNd dISPoSaL aGreemeNt

date

15 January 2008

Parties

Vendor: Top Euro

Purchaser: Ms. Tsoi Pui Fei. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Second Purchaser is an Independent Third Party.

Subject: the Second Property

Consideration and payment terms for the Second disposal:

The consideration for the Second Disposal of HK$10,984,570 has been determined after arm’s length negotiations between Top Euro and the Second Purchaser by reference to the prevailing market value of similar properties in the same area.

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

• (i) an initial deposit in the sum of HK$400,000 has been paid by the Second Purchaser upon signing of the Second Disposal Agreement;

• (ii) a further deposit of HK$698,457 has been paid by the Second Purchaser on 28 January 2008; and

• (iii) the remaining balance of HK$9,886,113 will be paid by the Second Purchaser on 1 February 2008.

Completion of the Second disposal

Completion of the Second Disposal will take place on 1 February 2008 on which date the Second Property will be delivered to the Second Purchaser.

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Letter from the Board

INformatIoN oN the ProPertY

The Property comprising of two office units is located at the Lippo Sun Plaza, Tsimshatsui, Kowloon, Hong Kong and was acquired from an Independent Third Party on 25 October 2007 at a consideration of HK$26,038,000 (the “Acquisition”). Completion of the Acquisition will take place on 1 February 2008. Upon completion of the Acquisition and at initial recognition, the Property has a book value of approximately HK$26,038,000 which equals to the purchase price of the Property. The First Property and the Second Property are under one tenancy agreement at a monthly rental of approximately HK$92,000. As at the Latest Practicable Date, the Acquisition has not yet been completed. The Company is therefore not entitled to such rentals and there has been no profit attributable to the Property. Upon completion of the Disposal, the tenancy agreement was transferred with the Property to the Purchasers.

USe of ProCeedS from the dISPoSaL

The net proceeds from the Disposal amounting to approximately HK$28,600,000 will be applied by the Group for acquisition of other suitable properties for opening of new clinical centre for the Group’s beauty services or property investment. The remaining proceeds will be used for general working capital purpose.

fINaNCIaL effeCt of the dISPoSaL

As a result of the Disposal, it is estimated that the Group will record an unaudited gain on disposal of approximately HK$2,500,000 (being the consideration for the Disposal less the costs of purchase of the Property and other expenses in relation to the Disposal). Upon completion of the Disposal, it is estimated that the Group’s cash and cash equivalents will be increased by approximately HK$5,100,000 and prepayments will be reduced by approximately HK$2,600,000 being the deposit paid on the Acquisition. The Group’s net assets will be increased by approximately HK$2,500,000. The Disposal will not have any impact on the Group’s liabilities.

reaSoNS aNd BeNefItS for the dISPoSaL

The Company is principally engaged in the provision of beauty services, sale of beauty products, provision of clinical services and operation of beauty courses.

It is the Group’s intention to acquire properties for the opening of new medical centre, nonsurgical centre or office. Having considered (i) the recent positive sentiment of the property market in Hong Kong, (ii) the satisfactory gains on Disposal and (iii) the fact that premises at more advantageous location for the Group’s medical centre have recently been rented, the Directors are of the view that the Disposal provides good opportunities for the Group to realize immediate gains. According to the Company’s interim report for the six months ended 30 April 2007, the Company’s unaudited cash and cash equivalents were approximately HK$39,669,000. The Directors are of the view that investing the Group’s surplus cash resources in the property market may be a good corporate strategy of the Company in the near future. Should opportunities arise and if it will allow the Group to realize immediate gains as well as to contribute to the Group’s cash flow, the Directors may consider disposing of other properties acquired as stated in the Company’s circular dated 17 December 2007. However, it is the Company’s long-term corporate strategy to own properties for the Group’s operations. Should there be any other suitable properties identified, the Group may consider acquiring other properties for self-use purpose.

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Letter from the Board

In light of the consideration of the Disposal is at market price and satisfactory disposal gains will be realized, the Directors consider that the terms of the Disposal are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

GeNeraL

Your attention is also drawn to the other information as set out in the Appendix to this circular.

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

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generAl informAtion

Appendix

1. reSponSiBilitY StAtement

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

2. diSCloSUre of intereStS

(i) interests and short positions of the directors or chief executives in the Shares, underlying shares and debentures of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the Shares, underlying Shares and debentures of the Company and its associated corporations (within the meaning of part XV of the SFO), which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO), or (b) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or (c) were required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the Directors to be notified to the Company and the Stock Exchange were as follows:

• a) Interest in Shares

Long positions

			Approximate
			percentage
			to the issued
			capital of the
			Company as
			at the latest
name	type of interest	no. of Shares	practicable date
Ms. Siu York Chee	Personal	2,032,158	0.29%
(Note 1 and 2)
Mr. Leung Kwok Kui_(Note 2)_	Personal	7,158	0.00%
Mr. Ho Wai Sun_(Note 3)_	Personal	10,290,000	1.44%

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generAl informAtion

Appendix

Note:

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

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

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

4. b) Interest in convertible loan notes

			Approximately
			percentage of
			the underlying
			shares to the issued
			share capital of
		number of	the Company as
	type of	underlying	at the latest
name	interest	shares held	practicable date
Ho Wai Sun_(Note)_	Personal	45,454,545	6.38%

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

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interest or short position in the Shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including any interests and short positions which they were taken or deemed to have under such provisions of the SFO) or (b) are required, pursuant to section 352 of the SFO, to be entered in the register maintained by the Company referred to therein, or (c) are required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules, to be notified to the Company and the Stock Exchange.

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generAl informAtion

Appendix

• (ii) interests and short positions of substantial Shareholders in the Shares, underlying shares and debentures of the Company and its associated corporations

• a) Interest in Shares

Long positions

			Approximate
			percentage
			to the issued
			share capital
			of the Company
	type of		as at the latest
name	interest	no. of Shares	practicable date
Heavenly Blaze Limited	Corporate	104,767,917	14.71%
Mr. Cheng Jut Si_(Note 1)_	Personal	104,767,917	14.71%
Mr. Shiu Stephen Junior_(Note 1)_	Personal	104,767,917	14.71%
Ms. Shiu Ting Yan, Denise_(Note 1)_	Personal	104,767,917	14.71%
Mr. Shiu Yeuk Yuen
and Ms. Siu York Chee	Personal	104,767,917	14.71%
(Note 2)
One Dollar Productions
Limited_(Note 1)_	Corporate	104,767,917	14.71%
Ms. Hau Lai Mei_(Note 1)_	Personal	104,767,917	14.71%
Everproven Limited_(Note 3)_	Corporate	81,800,000	11.48%
Mr. Chan Boon Ho, Peter_(Note 3)_	Personal	81,800,000	11.48%

Notes:

1. Heavenly Blaze Limited is beneficially owned as to (i) 46% by Mr. Shiu Stephen Junior, nephew of Ms. Siu York Chee (being the executive Director); (ii) 34% by Mr. Shiu Yeuk Yuen, younger brother of Ms. Siu York Chee, and Ms. Siu York Chee together hold on behalf of Ms. Shiu Yo Yo and Ms. Shiu Sound Sound, nieces of Ms. Siu York Chee; (iii) 16% by Ms. Shiu Ting Yan, Denise, niece of Ms. Siu York Chee; (iv) 1% by Mr. Cheng Jut Si and (v) 3% by One Dollar Productions Limited which is beneficially owned as to (i) 25% by Mr. Shiu Stephen Junior and (ii) 75% by Ms. Hau Lai Mei, the step-mother of Shiu Stephen Junior and therefore are deemed to be interested in such Shares.

2. Ms. Siu York Chee and Mr. Shiu Yeuk Yuen are the trustees of Ms. Shiu Yo Yo and Ms. Shiu Sound Sound.

3. Everproven Limited is beneficially owned as to 100% by Mr. Chan Boon Ho, Peter.

4. 10 -

generAl informAtion

Appendix

• b) Interest in share options

			Approximate
			percentage
			to the issued
		outstanding	share capital
		share options	of the Company
	type of	as at the latest	as at the latest
name	interest	practicable date	practicable date
Ms. Hau Lai Mei	Personal	3,695,000	0.52%

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any other person who had an interest or short position in the Shares or underlying Shares or debentures of the Company which would fall to be disclosed under Divisions 2 and 3 of Part XV of the SFO, or who is expected, directly or indirectly to be interested in 10% or more of the nominal value of any class of share capital, or options in respect of such capital, carrying rights to vote in all circumstances at general meetings of any other member of the Company.

3. SerViCe ContrACtS

Each of Ms. Siu York Chee and Mr. Leung Kwok Kui has entered into a service contract with Company. Their appointments are for a term of five (5) years commencing from 1 September 2004 and shall continue thereafter for a successive term of one (1) year unless and until termination in accordance with the terms of the service contract. Each of Ms. Siu York Chee and Mr. Leung Kwok Kui receives a remuneration of HK$50,000 and HK$30,000 per month under their respective service contract with the Company.

Mr. Ho Wai Sun (“Mr. Ho”) has entered into a service contract with Top Empire Limited (“Top Empire”), an indirect wholly-owned subsidiary of the Company. His appointment is for a term of five (5) years commencing from 10 December 2007 unless termination in accordance with the terms of the service contract. Mr. Ho is entitled to receive monthly fees based on the revenue of Top Empire and its subsidiaries.

Save as disclosed herein, none of the Directors has any existing or proposed service contract (excluding contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation)) with any member of the Group.

4. direCtorS’ intereStS in Competing BUSineSS

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

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generAl informAtion

Appendix

5. litigAtion

As at the Latest Practicable Date, the Group was not engaged in any litigation or arbitration of material importance and no litigation or claims of material importance is known to the Directors to be pending or threatened by or against the Company.

6. generAl

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

• (b) The head office and principal place of business of the Company in Hong Kong is at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong.

• (c) The share registrar and transfer agent of the Company in Hong Kong is Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (d) The Company established an audit committee in October 2001 with terms and reference in compliance with the GEM Listing Rules. The primary duties of the audit committee are to review the annual report and accounts, interim reports and quarterly reports of the Company and internal control system of the Company. The audit committee of the Company (“Audit Committee”) comprises three members, including one independent non-executive Director who possesses the appropriate professional qualifications or accounting or related financial management expertise. Details of the members of the Audit Committee are set out below.

mr. Hung Yau Keung Anckes (“mr. Hung”) , Ph.D, MBA, FCPA (Practising), CICPA, ACMA, CGA , aged 55, a Certified Public Accountant, Chairman of the Audit Committee, was appointed as an independent non-executive Director of the Company in October 2003. Mr. Hung has over 25 years experience in accounting. Mr. Hung is a fellow of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants, a member of the Chartered Institute of Management Accountants and the Certified General Accountants Association, and an overseas non-practising member of the Chinese Institute of Certified Public Accountants.

Mr. Hung is now the practising director of KND & Co. CPA Limited, Certified Public Accountants (Practising). Mr. Hung is the Honorary Treasurer of The Overseas CICPA Members Association since the incorporation of the Association. Mr. Hung is also the Visiting Professor of the Southwestern University of Finance and Economics and the Research Institute of Economics of the Shenzhen University in China.

dr. Siu Yim Kwan, Sidney (“dr. Siu”) , S.B.St.J., aged 61, Dr. Siu was appointed as an independent non-executive director of the Company in December 2004. Dr. Siu holds a doctorate degree in Business Management from Armstrong University in the United States. Dr. Siu is the non-executive director of Wang On Group Limited, a listed company in Hong Kong since November 1993.

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generAl informAtion

Appendix

Dr. Siu is a director of The Association of The Directors & Former Directors of Pok Oi Hospital Limited, Bright China Foundation Limited and Chiu Yang Residents Association of Hong Kong Limited, those companies are non-profitable association and providing community services in Hong Kong.

Dr. Siu is also a director of The Hong Kong Tae Kwon Do Association Limited, a sport association in Hong Kong and also an executive member of a number of charitable organizations and sports associations.

mr. tsui pui Hung Walter (“mr. tsui”) , LL.B. (Hons), LL.M, BSc (Hons) , aged 32, is a practicing solicitor of the High Court of Hong Kong, was appointed as an independent non-executive director of the Company in June 2007. Mr. Tsui holds the degrees of a Master in Laws from University of London, a Bachelor of Laws (with Honours) from Manchester Metropolitan University, a Bachelor of Science (with Honours) from the Chinese University of Hong Kong and a Diploma in translation from the Chinese University of Hong Kong. Mr. Tsui has years of senior management experience and is familiar with internal control issues and regulatory rules of listed company.

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

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

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

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