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

Jan 4, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

B.A.L. Holdings Limited 變靚Ｄ控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8079)

DISCLOSEABLE TRANSACTION:

DISPOSAL OF PROPERTY

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.

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

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

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

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CONTENTS

	Page
Definitions 1
Letter from the Board	3
Appendix I – Financial information 7
Appendix II – General information	9

• ii -

DEFINITIONS

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

• “Articles of Association”

the articles of association of the Company

• “associates”

• has the same meaning as ascribed to it under the GEM Listing Rules

• “Company”

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

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

• “Disposal” the disposal of the Property by Top Euro pursuant to the Disposal Agreement

• “Disposal Agreement” the preliminary agreement dated 5 December 2007 entered into between Top Euro and the Purchaser for the sale and purchase of the Property

• “First Vendor” Pacific Chest Limited, a company incorporated in Hong Kong with limited liability and is an Independent Third Party

• “GEM” the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollar, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Administrative Region of the People’s Republic of China

• “Independent Third Party(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” 31 December 2007, 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 property located at Unit 1301, 13th Floor, East Point Centre, 555 Hennessy Road, Hong Kong

• “Purchaser” Cyber Assets Limited, a company incorporated in the British Virgin Islands with limited liability and is an Independent Third Party

• “Rights Issue” the rights issue of 237,402,135 rights Shares at HK$0.20 each on the basis of one rights Share for every two Shares which was announced by the Company on 16 October 2007

• “SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

• “Shareholder(s)” the holder(s) of the Shares “Share(s)” ordinary share(s) of HK$0.20 each in the share capital of the Company

• “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, Doreen

Mr. Leung Kwok Kui

Independent non-executive Directors:

Mr. Hung Anckes Yau Keung,

Registered office:

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

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)

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

7 January 2008

To the Shareholder

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION: DISPOSAL OF PROPERTY

INTRODUCTION

On 19 December 2007, the Company announced that on 5 December 2007, Top Euro (as vendor), being an indirect wholly-owned subsidiary of the Company, entered into the Disposal Agreement with one independent third party to the Company (as purchaser) regarding the disposal of a Property in Hong Kong.

The Disposal constitutes discloseable transaction for the Company under Chapter 19 of the GEM Listing Rules.

Since the First Vendor is independent from the Purchaser, Rule 19.23(1) of the GEM Listing Rules does not apply and the Disposal should not be aggregated.

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

* for identification purpose only

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LETTER FROM THE BOARD

THE DISPOSAL AGREEMENT DATED 5 DECEMBER 2007

Parties:

Vendor:

Top Euro

Purchaser: Cyber Assets Limited. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Purchaser and its ultimate beneficial owners are Independent Third Party

Information on the Property:

As aforementioned, the Property is located at Unit 1301, 13th Floor, East Point Centre, 555 Hennessy Road, It is a commercial office located on the Causeway Bay MTR station and has a tenancy agreement until 9 November 2009 at a monthly rental of HK$76,788.50. The Property was purchased from the First Vendor, a company incorporated in Hong Kong with limited liability and with principal activity being investment holding on 15 October 2007. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the First Vendor and its ultimate beneficial owners are Independent Third Party. The Property will be delivered to the Purchaser upon completion of the Disposal Agreement on 29 February 2008. At initial recognition, the Property has a book value of HK$21,604,900 which equals to the consideration of the acquisition of the Property; whereas the information on net profits of the Property is not available from the First Vendor.

Consideration and payment terms for the Disposal:

The consideration for the Disposal of HK$23,427,000 has been determined after arm’s length negotiations between Top Euro and the Purchaser by reference to the prevailing market value of similar properties in the commercial market in Causeway Bay.

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

• (i) an initial deposit in the sum of HK$1,171,350 has been paid by the Purchaser upon signing of the Disposal Agreement;

• (ii) a further deposit of HK$1,171,350 has been paid by the Purchaser on 20 December 2007; and

• (iii) the remaining balance of HK$21,084,300 will be paid by the Purchaser upon completion of the Disposal Agreement on 29 February 2008.

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LETTER FROM THE BOARD

Completion of the Disposal Agreement:

Completion of the Disposal Agreement will take place on 29 February 2008. Immediately upon completion, Top Euro will deliver the premises of the Property to the Purchaser.

Use of proceeds from the Disposal:

The net proceeds from the Disposal amounting to approximately HK$23,065,261 will be applied by the Group for acquisition of other suitable properties for opening of the Group’s medical centre or property investment and the remaining as general working capital. As at 30 April 2007, the Company’s cash and cash equivalents were approximately HK$39,669,000 according to the interim report of the Company for the six months ended 30 April 2007.

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$1,460,361 (being the consideration for the Disposal less the costs of purchase of the Property and other expenses in relation to the Disposal) for the year ending 31 October 2008.

REASON FOR THE DISPOSAL

The Group is principally engaged in the retails of beauty products in Hong Kong and also in the provision of beauty services in Hong Kong, Macau and China. Since the property market in Hong Kong has been active recently, the Directors are of the view that investing in the property market may also be a good strategic plan of the Company in the future.

Having also considered the recent active sentiment of the property market in Hong Kong, the Directors are of the view that the Disposal provides good opportunities for the Group to realize immediate gains and to contribute to the existing cash flows of the Group. The Company does not obviate the possibilities in selling the other properties acquired as stated in the Company’s circular dated 17 December 2007 if it provides good opportunities for the Group to realize immediate gains and to contribute to the existing cash flows of the Group. The Directors consider that the terms of the Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

GEM LISTING RULES IMPLICATIONS

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

Since the First Vendor is independent from the Purchaser, Rule 19.23(1) of the GEM Listing Rules does not apply and the Disposal should not be aggregated.

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LETTER FROM THE BOARD

RECOMMENDATION

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

ADDITIONAL INFORMATION

Your attention is also drawn to the financial and other information as set out in Appendices I to II to this circular.

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

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FINANCIAL INFORMATION

APPENDIX I

1. INDEBTEDNESS STATEMENT

As at the close of business on 31 October 2007 (being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular), the Group had outstanding indebtedness of approximately HK$99.3 million. The indebtedness comprised borrowings from financial institutions of approximately HK$98.6 million and loans from minority shareholders of approximately HK$0.7 million.

The Group’s borrowings from financial institutions were unsecured, interest bearing at rates ranging from 5.65% to 6.70% per annum as at 31 October 2007 and repayable on demand. The loans from minority shareholders were unsecured, interest free and repayable on demand.

During the course of business, the Group has received small claims totaling HK$20,800 filed at Hong Kong Small Claims Tribunal in respect of matters concerned with the provision of beauty services. The Directors are of the opinion that such claims have no material financial impact to the Group.

As at the close of business on 31 October 2007, the Company has executed corporate guarantees to third parties with respect to operating leases of approximately HK$1.0 million and advertising contracts of certain subsidiaries of approximately HK$0.5 million.

Save as aforesaid, and apart from intra-group liabilities, the Group did not have any outstanding mortgages, charges, debentures, loan capital, debt securities, term loans and overdrafts or other similar indebtedness, finance lease or hire purchase commitment, liabilities under acceptance (other than normal trade bills) or acceptance credits, other borrowings or indebtedness in the nature of borrowings or any guarantees or other material contingent liabilities as at the close of business on 31 October 2007.

As at the Latest Practicable Date, the Directors were not aware of any material change in respect of the indebtedness or other contingent liabilities of the Group since 31 October 2007.

2. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

As stated in the Company’s annual report for the year ended 31 October 2006, the Group’s audited consolidated turnover was amounted to approximately HK$146 million, representing an increase of approximately 44% as compared to the prior year while the Group’s audited consolidated net profit after tax for the year ended 31 October 2006 was approximately HK$17 million.

As disclosed in the Company’s unaudited third quarterly report for the nine months ended 31 July 2007, the Group’s unaudited consolidated turnover was approximately HK$126 million, representing an increase of approximately 14% as compared to the corresponding period in 2006 while the Group’s unaudited net profit before tax for the nine months ended 31 July 2007 was approximately HK$19 million.

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FINANCIAL INFORMATION

APPENDIX I

Regarding the medical beauty centre business which was introduced by the management of the Company in 2006, during the nine months ended 31 July 2007, revenue from this business had increased by approximately 650% as compared to the corresponding period in 2006. During the year 2007, the Group had also established business with a famous Thailand hospital which has extensive experience in a wide range of surgical services including cosmetic plastic surgery. The Group’s clients now can choose to perform their surgery either in Hong Kong, Korea or Thailand freely. The management of the Company had also relocated a medical centre from Wanchai to Causeway Bay in order to cope with the future demand of the existing clients of the beauty centre.

In view of the decline in the body slimming business, the Group will be seeking new business opportunities when conditions justify.

3. WORKING CAPITAL

The Directors, after due and careful consideration, are of the opinion that, after taking into account the internal financial resources, the cash flows to be generated from the operating activities and the estimated net proceeds of the Rights Issue has been received after the Rights Issue becomes unconditional, the Group will have sufficient working capital for at least twelve months from the date of this circular.

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GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF INTERESTS

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

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

Long positions in Shares

			Approximate
	Type of		percentage of
Name	interest	No. of Shares	interest
Ms. Siu York Chee_(Note 1 and 2)_	Personal	2,032,158	0.29%
Mr. Leung Kwok Kui_(Note 2)_	Personal	7,158	0.00%
Notes:

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

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

3. 9 -

GENERAL INFORMATION

APPENDIX II

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

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

As at the Latest Practicable Date, the interest of the Shareholders in the Shares and underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were notified to the Company and the Stock Exchange pursuant to Divisions 2 and 3 of Part XV of the SFO and required to be entered in the register maintained by the Company pursuant to section 336 of the SFO were as follows:

• (a) Long positions in the Shares of the Company:

			Approximate
	Type of		percentage of
Name	interest	No. of Shares	interest
Heavenly Blaze Limited	Corporate	104,767,917	14.71%
Mr. Cheng Jut Si_(Note 1)_	Personal	104,767,917	14.71%
Mr. Shiu Stephen Junior_(Note 1)_	Personal	104,767,917	14.71%
Ms. Shiu Ting Yan, Denise_(Note 1)_	Personal	104,767,917	14.71%
Mr. Shiu Yeuk Yuen and
Ms. Siu York Chee_(Note 2)_	Personal	104,767,917	14.71%
One Dollar Productions Limited_(Note 1)_	Corporate	104,767,917	14.71%
Ms. Hau Lai Mei_(Note 1)_	Personal	104,767,917	14.71%

Notes:

1. Heavenly Blaze Limited is beneficially owned as to (i) 46% by Mr. Shiu Stephen Junior, nephew of Ms. Siu York Chee (being the executive director of the Company); (ii) 34% by Mr. Shiu Yeuk Yuen, younger brother of Ms. Siu York Chee, and Ms. Siu York Chee together hold on behalf of Ms. Shiu Yo Yo and Ms. Shiu Sound Sound, nieces of Ms. Siu York Chee; (iii) 16% by Ms. Shiu Ting Yan, Denise, niece of Ms. Siu York Chee; (iv) 1% by Mr. Cheng Jut Si and (v) 3% by One Dollar Productions Limited which is beneficially owned as to (i) 25% by Mr. Shiu Stephen Junior and (ii) 75% by Ms. Hau Lai Mei, the step-mother of Shiu Stephen Junior 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. 10 -

GENERAL INFORMATION

APPENDIX II

• (b) Long positions in underlying Shares of equity derivatives of the Company:

			Approximate
	Type of	No. of	percentage of
Name	interest	Share Options	interest
Hau Lai Mei	Personal	3,695,000	0.52%

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

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 was interested in 10% or more of the nominal value of any class of share capital, or options in respect of such capital, carrying rights to vote in all circumstances at general meetings of the Company.

(iii) Interests in assets of the Group

Up to the Latest Practicable Date, none of the Directors had any direct or indirect material interest in any assets which have been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any members of the Group since 31 October 2006, being the date to which the latest published audited financial statements of the Company were prepared.

(iv) Interests in contracts of the Company

None of the Directors was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date which was significant in relation to the business of the Group taken as a whole.

(v) Interests in competing business

As at the Latest Practicable Date, none of the Directors or the management shareholders of the Company and their respective associates had an interest in a business which competes or may compete with the business of the Group or had any other conflict of interest which any such person had or might have with the Group pursuant to Rule 11.04 of the GEM Listing Rules.

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GENERAL INFORMATION

APPENDIX II

3. SERVICE CONTRACTS

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

5. MATERIAL CONTRACTS

The following contracts, not being contracts in the ordinary course of business of the Group, have been entered into by members of the Group, within the two years preceding the date of this circular and are or may be material:

• (a) a subscription agreement dated 10 May 2006 entered into between the Company and PMA Capital Management Limited as agent on behalf of Diversified Asian Strategies Fund, Asian Diversified Total Return Limited Duration Company and PMA Asian Opportunities Fund (the “Subscribers”) in relation to the subscription of 42,000,000 Shares by the Subscribers;

• (b) a subscription agreement dated 1 March 2007 entered into among the Company and Fok Siu Wing, Chan Wing Lok, Leung Ngok and Lei Hong Wai (the “Share Subscribers”) in relation to the subscription of 69,600,000 Shares by the Share Subscribers;

• (c) a subscription agreement dated 1 March 2007 entered into between the Company and Siu York Chee in relation to the subscription of 41,800,000 Shares;

• (d) a shareholders’ agreement dated 27 April 2007 entered into among First Holdings Consortium Limited. (“First Holdings”), Nutriplus Cosmetics International Limited (“Nutriplus”), an indirect wholly-owned subsidiary of the Company, and other subscribers other than Nutriplus and Win Action Limited in relation to the subscription of 3,205,129 shares in the issued share capital of First Holdings by Nutriplus;

• (e) a top-up placing and subscription agreement dated 18 July 2007 entered into among Siu York Chee, Everproven Limited and Kingston Securities Limited in relation to the placing of 101,000,000 Shares by Siu York Chee and Everproven Limited and the subscription of 101,000,000 Shares;

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GENERAL INFORMATION

APPENDIX II

• (f) a placing agreement dated 24 August 2007 entered into between the Company and Kingston Securities Limited in relation to the placing of 270,000,000 Shares; and

• (g) an underwriting agreement dated 16 October 2007 entered into between the Company, Kingston Securities Limited and Heavenly Blaze Limited in relation to the Rights Issue.

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 “Audit Committee”). The primary duties of the Audit Committee are to review the annual report and accounts, interim reports and quarterly reports of the Company and internal control system of the Company. The Audit Committee comprises three members, including one independent non-executive Director who possesses the appropriate professional qualifications or accounting or related financial management expertise. Details of the members of the Audit Committee are set out below.

Mr. HUNG Anckes Yau Keung (“Mr. Hung”), 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.

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GENERAL INFORMATION

APPENDIX II

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

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

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

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

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

• (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.

7. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during business hours at the head office and principal place of business in Hong Kong of the Company at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong within 14 days from the date of this circular:

• (a) the memorandum and articles of association of the Company;

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

• (c) the material contracts referred to under the section headed “Material contracts” in this Appendix;

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GENERAL INFORMATION

APPENDIX II

• (d) the annual reports of the Company for each of the financial years ended 31 October 2005 and 2006, the first quarterly report of the Company for the three months ended 31 January 2007, the interim report of the Company for the six months ended 30 April 2007 and the third quarterly report of the Company for the nine months ended 31 July 2007; and

• (e) this circular.

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