Wisdomcome Group Holdings Ltd. — Proxy Solicitation & Information Statement 2009

Jun 30, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker, or other licensed securities dealer, 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 and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for onward transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever 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

(Continued into Bermuda with limited liability)

(Stock Code: 8079)

PLACING OF NEW SHARES SUBJECT TO SHAREHOLDERS’ APPROVAL AND NOTICE OF SPECIAL GENERAL MEETING

Placing Agent

A notice convening the SGM to be held at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong on Tuesday, 21 July 2009 at 4:30 p.m. is set out on pages 11 to 12 of this circular.

Whether or not you are able to attend and vote at the SGM, you are requested to complete and return the enclosed form of proxy to the Company’s Hong Kong branch share registrar, Tricor Standard Limited. at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as practicable but in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish.

This circular will remain on the “Latest Company Announcements” page of the GEM website for at least 7 days from the date of its publication.

2 July 2009

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on The Stock Exchange of Hong Kong Limited. 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 of Hong Kong Limited and no assurance is given that there will be a liquid market in the securities traded on GEM.

• i -

RESPONSIBILITY STATEMENT

This circular, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars givenin compliance with the Rules Governing the Listing of Securities on GEM 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 founded on bases and assumptions that are fair and reasonable.

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CONTENTS

	Page
Definitions	1
Letter from the Board 3
Notice of SGM 11

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definitions

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

the announcement dated 16 June 2009 issued by the Company in relation to the Placing;

• “Announcement” the announcement dated 16 June 2009 issued by the Company in relation to the Placing;

• “associate(s)” has the meaning ascribed to it in the GEM Listing Rules;

• “Board” the board of Directors;

“Business Day” a day (other than a Saturday, a Sunday or days on which a typhoon signal 8 or above or black rainstorm signal is hoisted in Hong Kong at 10:00 a.m.) on which banks in Hong Kong are generally open for business;

“Company” B.A.L. Holdings Limited, a company continued into Bermuda with limited liability and whose Shares are listed on the GEM;

• “connected person(s)” has the meaning given to that term in the GEM Listing Rules;

• “Directors” directors of the Company;

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

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

• “Group” the Company and its subsidiaries;

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

“Latest Practicable Date” 29 June 2009, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

“Placee(s)” any professional, institutional or other investors procured by the Placing Agent to subscribe for any of the Placing Shares;

“Placing” placing of the Placing Shares by a maximum of four tranches (in which each tranche shall not be less than 100,000,000 Placing Shares, save for the last tranche), on a best efforts basis, procured by the Placing Agent to selected investors on the terms and subject to the conditions set out in the Placing Agreement;

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definitions

“Placing Agent”	Kingston Securities Limited, a licensed corporation to carry on
	business in type 1 regulated activity (dealing in securities) under
	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong);
“Placing Agreement”	a conditional agreement dated 16 June 2009 entered into between
	the Company and the Placing Agent in respect of the Placing;
“Placing Price”	HK$0.10 per Placing Share;
“Placing Share(s)”	a maximum number of 400,000,000 new Shares to be placed
	pursuant to the Placing Agreement;
“SGM”	a special general meeting of the Company to be held at Room
	1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai,
	Hong Kong on Tuesday, 21 July 2009 at 4:30 p.m. for the purpose
	of approving the grant of the specific mandate to the Directors
	for the issue of the Placing Shares;
“Share(s)”	ordinary share(s) of HK$0.01 each in issued share capital of the
	Company;
“Shareholder(s)”	the holder(s) of the Shares;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong; and
“%”	per cent.

• 2 -

letter from the board

b.a.l. holdINGS lImIted 變靚d控股有限公司

(Continued into Bermuda with limited liability)

(Stock Code: 8079)

Executive Directors: Ms. Siu York Chee Mr. Leung Kwok Kui Ms. Leung Ge Yau, LL.B. (Hons), LL.M

Independent non-executive Directors: Mr. Hung Anckes Yau Keung, FCPA (Practising), FCCA, CICPA, CGA Mr. Siu Yim Kwan, Sidney, S.B.St.J. Mr. Tsui Pui Hung, Walter, LL.B. (Hons), LL.M, BSc (Hons)

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Head office and principal place of Business in Hong Kong: Room 1401, 14th Floor Guardian House 32 Oi Kwan Road Wanchai, Hong Kong 2 July 2009

To the Shareholders

Dear Sir or Madam,

ProPoSed PlaCING of NeW ShareS SUbJeCt to ShareholderS’ aPProVal

INtrodUCtIoN

Reference is made to the announcement of the Company dated 16 June 2009 in relation to the placing of a maximum of 400,000,000 Placing Shares, on a best efforts basis, at the Placing Price of HK$0.10 per Placing Share. The purpose of this circular is to provide you with further details of the Placing and the notice of SGM.

the PlaCING aGreemeNt

date

16 June 2009 (after trading hours)

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letter from the board

Parties

• (i) The Company, as the issuer; and

• (ii) Kingston Securities Limited, as the placing agent.

Placing agent

The Placing Agent has conditionally agreed to place a maximum number of 400,000,000 Placing Shares by a maximum of four tranches (in which each tranche shall not be less than 100,000,000 Placing Shares, save for the last tranche), on a best efforts basis, to independent Placees. As the placing commission of 2.0% under the Placing Agreement is at prevailing market rate, the Directors (including the independent non-executive Directors) are of the view that the placing commission is fair and reasonable.

The Placing Agent and its ultimate beneficial owners are third parties independent of, and not connected with the Company or its subsidiaries or any of its respective associates.

Placees

The Placing Agent agreed to place the Placing Shares to not fewer than six Placees who and whose ultimate beneficial owners will be independent of and not be connected persons of the Company and its connected persons. It is expected that none of the Placees will become a substantial Shareholder (as defined in the GEM Listing Rules) immediately after the completion of the relevant tranche of the Placing.

Placing Price

The Placing Price of HK$0.10 represents:

• (i) a discount of approximately 55.56% to the closing price of HK$0.225 per Share as quoted on the Stock Exchange at the date of the Announcement;

• (ii) a discount of approximately 55.56% to the average of the closing prices per Share of approximately HK$0.225 for the last five consecutive trading days prior to the date of the Announcement; and

• (iii) a discount of approximately 58.16% to the average of the closing prices per Share of approximately HK$0.239 for the last ten consecutive trading days prior to the date of the Announcement; and

• (iv) a discount of approximately 54.55% to the closing price of HK$0.220 on the Latest Practicable Date.

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letter from the board

The Placing Price was determined after taking into account (a) the previous financial results and the current financial position of the Company; and (b) the market risks assumed by the Placing Agent and any Placees thereunder, on account of the fact that the Placing is subject to and cannot be completed until the approval by the Shareholders is obtained at the SGM. The Directors (including the independent non-executive Directors) consider that the terms of the Placing are on normal commercial terms and are fair and reasonable as the Company can broaden its Shareholders’ base. As such, the Placing is in the interests of the Company and the Shareholders as a whole.

The net price for each Placing Share will be approximately HK$0.098.

Placing Shares

Pursuant to the Placing Agreement, a maximum number of 400,000,000 Placing Shares will be placed by the Placing Agent by a maximum of four tranches (in which each tranche shall not be less than 100,000,000 Placing Shares, save for the last tranche) to independent Placees on a best efforts basis, representing (i) approximately 539.90% of the Company’s existing issued share capital of the Company of 74,088,260 Shares in issue as at the date of the Latest Practicable Date; (ii) approximately 84.37% of its issued share capital as enlarged by the Placing Shares upon completion of the Placing. The maximum aggregate nominal value of the 400,000,000 Placing Shares to be issued under the Placing Agreement will be HK$4,000,000.

The Placing Shares will be allotted and issued under a specific mandate to be obtained at the SGM.

The Placing Shares will rank, when allotted and issued, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares.

Conditions Precedent

Completion of the Placing is conditional upon:

• (a) the GEM Listing Committee of the Stock Exchange granting approval for the listing of and permission to deal in the Placing Shares under the relevant tranche of the Placing;

• (b) the passing of a resolution by Shareholders to approve the allotment, issue and dealing with the Placing Shares at the SGM;

• (c) the obligation of the Placing Agent under the Placing Agreement becoming unconditional and not being terminated in accordance with the terms thereof, including provision regarding force majeure events; and

• (d) if necessary, the Bermuda Monetary Authority granting consent to the allotment and issue of the Placing Shares under the relevant tranche of the Placing.

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letter from the board

The Company and the Placing Agent agreed that the Placing will be completed in tranches by a maximum of four tranches provided that the aggregate number of the Placing Shares for each tranche of the Placing shall not be less than 100,000,000 (save for the last tranche of the placing where the number of the Placing Shares to be allotted and issued may be less than 100,000,000) and that the conditions precedent of the Placing shall apply to each of such partial completion.

termination of the Placing

• (i) Unless otherwise agreed between the Company and the Placing Agent, the Placing Agent’s appointment shall terminate upon the earlier of (a) completion of Placing and (b) termination of the Placing by the Placing Agent in accordance with the terms and conditions of the Placing Agreement, whereby the Company will be formally notified by the Placing Agent in writing in accordance with the terms of the Placing Agreement.

• (ii) The Placing Agent reserves its right to terminate the arrangements set out in the Placing Agreement by notice in writing prior to 10:00 a.m. on the date of completion of Placing, if in the absolute opinion of the Placing Agent, the success of the Placing would be materially and adversely affected by any force majeure events (as defined below).

For this purpose, a “force majeure event” refers to

• (a) the introduction of any new laws or regulations or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

• (b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before and/or after the date hereof) of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group or adversely prejudices the success of the placing of the Placing Shares to potential investor(s) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the Placing; or

• 6 -

letter from the board

• (c) any change in market conditions or combination of circumstances in Hong Kong (including without limitation, suspension or material restriction or trading in securities) occurs which affect the success of the Placing (such success being the placing of the Shares to potential investor(s)) or otherwise in the absolute opinion of the Placing Agent makes it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the Placing.

• (iii) If, at or prior to 10:00 a.m. on the date of completion of Placing;

• (a) the Company commits any material breach of or omits to observe any of the obligations or undertakings expressed or assumed under the Placing Agreement; or

• (b) any suspension in the trading of the Shares on the Stock Exchange for more than ten consecutive trading days save for the purposes of clearing of the Announcement relating to the Placing Agreement or circulars relating to the Placing; or

• (c) the Placing Agent shall become aware of the fact that any of the representations or warranties contained in the Placing Agreement was, when given, untrue or inaccurate or would in any respect be untrue or inaccurate if repeated the Placing Agent shall, in its absolute opinion, determine that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Group taken as a whole or will otherwise likely to have a material prejudicial effect on the Placing.

The Placing Agent shall be entitled (but not bound) by notice in writing to the Company to elect to treat such matter or event as releasing and discharging the Placing Agent from its obligations under the Placing Agreement.

• (iv) Upon giving of notice pursuant to the paragraph above, all obligations of the Placing Agent hereunder shall cease and determine and no party shall have any claim against any other parties in respect of any matter or thing arising out of or in connection with the Placing Agreement, save for any antecedent breaches.

Completion of the Placing

Completion of each tranche of the Placing will take place within four Business Days after the fulfillment of the condition for each tranche as set out in the Placing Agreement but not later than 30 September 2009 or such other later date to be agreed between the Company and the Placing Agent.

Each tranche of the Placing is conditional upon the fulfillment of the conditions and is subject to the termination on the occurrence of, among other things, any event of force majeure as listed above.

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letter from the board

listing

Application will be made by the Company to the GEM Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.

reaSoNS for aNd beNefIt of the PlaCING aNd USe of ProCeedS

The gross proceeds from the Placing will be HK$40.0 million and the net proceeds from the Placing will be approximately HK$39.05 million which are intended to be used by the Company for future business development and general working capital of the Group. Accordingly, the Directors consider the Placing Agreement is in the interests of the Company and the Shareholders as a whole.

effeCt oN ShareholdING StrUCtUre

The existing shareholding structure of the Company and the effect on the shareholding structure of the Company upon completion of the Placing (assuming the Placing Shares are placed in full) is set out as below:

as at the latest Practicable date Approximate percentage of Number of total issued Shares share capital Ms. Siu York Chee_(Note 1, 2, 3 & 4) 81,286 0.11 Mr. Leung Kwok Kui(Note 1 & 4) 286 0.00 Ms. Hau Lai Mei(Note 2) 3,175,340 4.29 Mr. Shiu Stephen Junior(Note 2) 3,400 0.00 Heavenly Blaze Limited(Note 2) 13,941,116 18.82 Mr. Shiu Yeuk Yuen(Note 2) 500,000 0.68 Sub-total 17,701,428 23.90 Public: Placees(Note 5)_ – – Other public Shareholders 56,386,832 76.10 Sub-total 56,386,832 76.10 Total 74,088,260 100.00	Immediately after Completion the Placing Approximate percentage of Number of total issued Shares share capital 81,286 0.02 286 0.00 3,175,340 0.67 3,400 0.00 13,941,116 2.94 500,000 0.10 17,701,428 3.73 400,000,000 84.37 56,386,832 11.90 456,386,832 96.27 474,088,260 100.00	Immediately after Completion the Placing Approximate percentage of Number of total issued Shares share capital 81,286 0.02 286 0.00 3,175,340 0.67 3,400 0.00 13,941,116 2.94 500,000 0.10 17,701,428 3.73 400,000,000 84.37 56,386,832 11.90 456,386,832 96.27 474,088,260 100.00
		3.73
		84.37 11.90
		96.27
		100.00

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letter from the board

Notes

• 1) Ms. Siu York Chee and Mr. Leung Kwok Kui are executive Directors of the Company.

• 2) 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 25% by Mr. Shiu Stephen Junior; and 75% by Ms. Hau Lai Mei, the step-mother of Mr. Shiu Stephen Junior.

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

• 4) Mr. Leung Kwok Kui is the spouse of Ms. Siu York Chee.

• 5) Such Shares would be allotted and issued upon completion of the Placing.

fUNd raISING aCtIVItIeS of the ComPaNY IN the PaSt 12 moNthS

Save as disclosed below, the Company has not conducted any fund raising activity in the past twelve months immediately before the date of the Announcement and up to the Latest Practicable Date.

				actual use of
				proceeds as
				at the date
				of the latest
date of initial		Net proceeds	Intended use of	Practicable
announcement	event	(approximately)	proceeds	date
22 January 2009	Placing of	HK$3.39 million	For general working	Fully utilized
	40,000,000		capital of the Group	as general
	new Shares		and/or possible	working
			investment in	capital of the
			the future when	Group
			opportunities arise

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letter from the board

SGm

The notice convening the SGM is set out on pages 11 to 12 of this circular for the purpose of considering and, if though fit, passing the ordinary resolution set out therein.

A form of proxy for use at the SGM is enclosed. Whether or not you are able to attend and vote at the SGM, you are requested to complete and return the enclosed form of proxy to the Company’s Hong Kong branch share registrar, 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 practicable but in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish.

The voting of the Shareholders at the SGM must be taken by way of poll. To the best knowledge of the Directors, none of the Shareholders has a material interest in the transaction contemplated under the Placing Agreement who will be required to abstain from voting at the SGM in respect of the resolution relating to the Placing.

GeNeral

The Company is principally engaged in the retailing of beauty products and provision of beauty services, clinical services and beauty courses in Hong Kong, Macau and the PRC and property investment in Hong Kong.

Shareholders and potential investors should note that the Placing is subject to conditions under the Placing agreement to be fulfilled. as the Placing may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

reCommeNdatIoN

The Directors consider that the Placing is in the interests of the Company and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of the ordinary resolution approving the Placing at the SGM.

Yours faithfully, On behalf of the Board

b.a.l. holdings limited Siu York Chee Chairperson

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NOTICE OF SGM

B.A.L. HOLDINGS LIMITED 變靚D控股有限公司

(Continued into Bermuda with limited liability)

(Stock Code: 8079)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “Meeting”) of B.A.L. Holdings Limited (the “ Company ”) will be held at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong on Tuesday, 21 July 2009 at 4:30 p.m. for the purpose of considering, and if thought fit, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the conditional placing agreement (the “Placing Agreement”) dated 16 June 2009 between the Company and Kingston Securities Limited (the “Placing Agent”) pursuant to which, inter alia, the Company agrees to place, through the Placing Agent, on a best efforts basis, up to a maximum of 400,000,000 new shares of the Company at a price of HK$0.10 per share (the “Placing Shares”) by a maximum of four tranches (in which each tranche shall not be less than 100,000,000 new shares, save for the last tranche) (a copy of which has been produced to the Meeting marked “A” and initialled by the Chairman of the Meeting for identification purpose) be and is hereby approved, ratified and confirmed;

• (b) the allotment and issue of the Placing Shares pursuant to and in accordance with the terms and conditions of the Placing Agreement be and is hereby approved; and

• (c) the directors of the Company (the “Directors”) be and is hereby authorised to exercise all the powers of the Company and take such actions or execute such documents to effect the allotment and issue of the Placing Shares and to do such other things and to take all such action the Directors may consider necessary or desirable for the purpose of giving effect to the Placing Agreement.”

By order of the Board

B.A.L. Holdings Limited Siu York Chee Chairperson

Hong Kong, 2 July 2009

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NOTICE OF SGM

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

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

Notes:

1. A form of proxy for use at the Meeting is enclosed herewith.

2. 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 its seal or under the hand of any officer or attorney duly authorised.

3. Any shareholder of the Company entitled to attend and vote at the Meeting convened by the above notice shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

4. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Standard Limited. at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the above Meeting or any adjournment thereof (as the case may be).

5. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting convened or at any adjourned meeting (as the case may be) and in such event, the form of proxy will be deemed to be revoked.

6. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, whether in person or by proxy, the most senior shall alone be entitled to vote. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

7. 12 -