Wisdomcome Group Holdings Ltd. — Proxy Solicitation & Information Statement 2010

Aug 16, 2010

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)

PROPOSED CAPITAL REORGANISATION AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening the SGM to be held at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong on Wednesday, 8 September 2010 at 4:30 p.m. is set out on Pages 12 to 13 of this circular.

Whether or not you are able to attend the SGM, you are advised to read this circular and to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same 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, as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. 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 should you so wish.

This circular will remain on the GEM website with the domain name of www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting and on the Company’s website at www.hkbealady.com.

16 August 2010

CHARACTERISTICS OF GEM

Characteristics of the Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited (the “Exchange”).

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. 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 and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
Definitions	1
Expected timetable 3
Letter from the Board 5
Notice of the SGM	12

• ii -

DEFINITIONS

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

• “Board”

the board of Directors;

• “Business Day(s)”

any day (excluding a Saturday) on which banks generally are open for business in Hong Kong throughout their normal business hours;

• “Bye-Laws” the bye-laws of the Company from time-to-time;

• “Capital Increase”

the proposed increase in the authorised share capital of the Company from HK$30,000,000 divided into 3,000,000,000 Reorganised Shares of HK$0.01 each to HK$300,000,000 divided into 30,000,000,000 Reorganised Shares of HK$0.01 each;

• “Capital Reduction”

• the proposed reduction of (i) the issued share capital of the Company by cancelling the paid-up capital of the Company to the extent of HK$0.09 on each of the issued Consolidated Share such that the nominal value of each issued Consolidated Share will be reduced from HK$0.10 to HK$0.01; and (ii) the authorised share capital of the Company by reducing the nominal value of all Consolidated Shares from HK$0.10 each to HK$0.01 each resulting in the reduction of the authorised share capital of the Company from HK$300,000,000 divided into 3,000,000,000 Consolidated Shares to HK$30,000,000 divided into 3,000,000,000 Reorganised Shares of HK$0.01 each;

• “Capital Reorganisation”

• the proposed reorganisation of the share capital of the Company involving, inter alia, the Share Consolidation, the Capital Reduction and the Capital Increase, details of which are set out in the section entitled “Proposed Capital Reorganisation” in this Circular;

• “CCASS”

• the Central Clearing and Settlement System operated by Hong Kong Securities Clearing Company Limited;

• “Companies Act”

the Companies Act 1981 of Bermuda (as amended);

• “Company”

• B.A.L. Holdings Limited, an exempted company continued into Bermuda with limited liability and the Shares of which are listed on the GEM;

• 1 -

DEFINITIONS

“Consolidated Share(s)”	share(s) of HK$0.10 each in the share capital of the Company
	immediately after the Share Consolidation becoming effective
	but before the Capital Reduction and the Capital Increase;
“Directors”	the 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;
“HKSCC”	the Hong Kong Securities Clearing Company Limited;
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China;
“Latest Practicable Date”	13 August 2010, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein;
“Listing Committee”	the listing sub-committee of the board of directors of GEM;
“Registrar”	Tricor Standard Limited, the share registrar of the Company;
“Reorganised Share(s)”	share(s) of HK$0.01 each in the share capital of the
	Company;
“SGM”	the special general meeting of the Company to be convened and
	held on 8 September 2010 at 4:30 p.m. for the Shareholders to
	consider and, if thought fit, pass the special resolution to approve
	the Capital Reorganisation;
“Share(s)”	share(s) of HK$0.01 each in the share capital of the Company
	prior to the Capital Reorganisation;
“Share Consolidation”	the proposed consolidation of every ten (10) issued and unissued
	Shares of HK$0.01 each in the share capital of the Company
	into one (1) Consolidated Share of HK$0.10 each;
“Shareholder(s)”	holder(s) of the Share(s) or Reorganised Share(s) (as the case
	may be);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited; and
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong.

• 2 -

EXPECTED TIMETABLE

The expected timetable for implementation of the Capital Reorganisation and the associated trading arrangements are set out below:

Despatch of circulars and proxy forms in relation to the SGM to the Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 16 August 2010 Latest time for lodging proxy forms for the SGM . . . . . . . . . . . . . . . . . . . . . .4:30 p .m . on Monday, 6 September 2010 SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p .m . on Wednesday, 8 September 2010 Expected effective date of the Capital Reorganisation . . . . . . . . . . . . . .Thursday, 9 September 2010 Dealings in Reorganised Shares commence . . . . . . . . . . . . . . . . . . . . . .Thursday, 9 September 2010 Temporary close of original counter for trading in Shares (represented by existing share certificates) in board lot of 20,000 Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 9 September 2010 Temporary counter for trading in Reorganised Shares (represented by existing share certificates) in board lot of 2,000 Reorganised Shares opens . . . . . . . . . . . . . . . .Thursday, 9 September 2010 First day of free exchange of existing share certificates for new share certificates for the Reorganised Shares . . . . . . . . . . . .Thursday, 9 September 2010 Original counter for trading in Reorganised Shares (represented by new share certificates) in board lot of 20,000 Reorganised Shares reopens . . . . . . . . . . . . . . . . . . . . 9:30 a .m . on Friday, 24 September 2010 Parallel trading in Reorganised Shares (in the form of new and existing certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a .m . on Friday, 24 September 2010 Designated agent to stand in the market to provide matching service to facilitate the odd lots trading commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a .m . on Friday, 24 September 2010 Closure of temporary counter for trading in Reorganised Shares (represented by existing share certificates) in board lot of 2,000 Reorganised Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p .m . on Friday, 15 October 2010

• 3 -

EXPECTED TIMETABLE

• Designated agent to stand in the market to provide matching services ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p .m . on Friday, 15 October 2010

• Parallel trading in Reorganised Shares (in the form of new and existing certificates) ends . . . . . . . . . . . . . . . . . . . . 4:00 p .m . on Friday, 15 October 2010

Last day for free exchange of existing share certificates for new share certificates for Reorganised Shares . . . . . . . . . . . . . . . . Tuesday, 19 October 2010

All times stated in this circular refer to Hong Kong times. Dates stated in this circular for events in the timetable are indicative only and may be extended or varied. Any changes to the anticipated timetable for the Capital Reorganisation will be announced as appropriate.

• 4 -

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

16 August 2010

To the Shareholders of the Company

Dear Sir/Madam,

PROPOSED CAPITAL REORGANISATION AND NOTICE OF SPECIAL GENERAL MEETING

Reference is made to the announcement issued by the Company dated 3 August 2010 in relation to the Capital Reorganisation.

The purpose of this circular is to give details of (i) the Capital Reorganisation; and (ii) the notice convening the SGM.

CAPITAL REORGANISATION

The Directors propose to implement the Capital Reorganisation which involves:

• 5 -

LETTER FROM THE BOARD

(i) Share Consolidation

The Share Consolidation will involve the consolidation of every ten (10) issued and unissued Shares of HK$0.01 each in the share capital of the Company into one (1) Consolidated Share of HK$0.10 each. As at the Latest Practicable Date, the authorised share capital of the Company is HK$300,000,000 divided into 30,000,000,000 Shares of HK$0.01 each. Immediately after the Share Consolidation, the authorised share capital of the Company will be HK$300,000,000 divided into 3,000,000,000 Consolidated Shares of HK$0.10 each. As at the Latest Practicable Date, there are 3,563,341,300 Shares of HK$0.01 each in issue and fully paid. On the basis of such issued share capital, there will be 356,334,130 Consolidated Shares of HK$0.10 each in issue once the Share Consolidation becomes effective. The Consolidated Shares will rank pari passu in all respects with each other.

(ii) Capital Reduction

The Capital Reduction will involve the reduction of (i) the issued share capital of the Company by cancelling the paid-up capital of the Company to the extent of HK$0.09 on each of the then issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.10 to HK$0.01 (the “ Issued Capital Reduction ”); and (ii) the authorised share capital of the Company by reducing the nominal value of all Consolidated Shares from HK$0.10 each to HK$0.01 each resulting in the reduction of the authorised share capital of the Company from HK$300,000,000 divided into 3,000,000,000 Consolidated Shares to HK$30,000,000 divided into 3,000,000,000 Reorganised Shares of HK$0.01 each.

The credit arising from the Issued Capital Reduction will be transferred to the contributed surplus account of the Company which may be applied in such manner as permitted by the laws of Bermuda and the Bye-Laws, such as distribution out of contributed surplus to the shareholders.

(iii) Capital Increase

The Capital Increase will involve the increase of authorised share capital from HK$30,000,000 divided into 3,000,000,000 Reorganised Shares of HK$0.01 each to HK$300,000,000 divided into 30,000,000,000 Reorganised Shares of HK$0.01 each.

The Capital Reorganisation is conditional upon fulfillment of certain conditions as more particularly described in the paragraphs headed “Conditions of the Capital Reorganisation” below.

• 6 -

LETTER FROM THE BOARD

Effects of the Capital Reorganisation

Based on the Company’s existing authorised share capital of HK$300,000,000, represented by 30,000,000,000 Shares of HK$0.01 each and the existing issued share capital of HK$35,633,413, represented by 3,563,341,300 Shares of HK$0.01 each, upon completion of the Capital Reorganisation, the authorised share capital of the Company will remain at HK$300,000,000 represented by 30,000,000,000 Reorganised Shares of HK$0.01 each, and the issued share capital will be HK$3,563,341.30 represented by 356,334,130 Reorganised Shares of HK$0.01 each. Immediately after the Capital Reorganisation becoming effective, the Reorganised Shares will be traded in board lots of 20,000 Reorganised Shares. Any fraction of Reorganised Shares arising from the Capital Reorganisation will be aggregated and sold (if a premium, net of expenses, can be obtained) for the benefit of the Company. The Reorganised Shares will rank pari passu in all respects with each other.

The effect of the Capital Reorganisation is summarised below:

		Immediately following
	Prior to the	the Capital Reorganisation
	Capital Reorganisation	becoming effective
		(Note)
Nominal value of each Share/	HK$0.01	HK$0.01
Reorganised Share
Number of authorized Shares/	30,000,000,000	30,000,000,000
Reorganised Shares
Authorised share capital	HK$300,000,000	HK$300,000,000
Number of Shares/Reorganised	3,563,341,300	356,334,130
Shares in issue
Issued and fully paid-up share capital	HK$35,633,413	HK$3,563,341.30

Note: The issued share capital immediately after the Capital Reorganisation becoming effective is presented on the assumption that no further Shares would be issued or repurchased between the Latest Practicable Date and the date of the SGM.

Based on 3,563,341,300 Shares in issue as at the Latest Practicable Date, a credit of approximately HK$32,070,071.70 will arise as a result of the Capital Reorganisation and will be transferred to the contributed surplus account of the Company.

• 7 -

LETTER FROM THE BOARD

Implementation of the Capital Reorganisation will not, of itself, alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests of the Shareholders, except for the payment of the related expenses. The Board believes that the Capital Reorganisation will not have any adverse effect on the financial position of the Group and the Board believes that on the date the Capital Reorganisation is to be effected, there will be no reasonable grounds for believing that the Company is, or after the Capital Reorganisation would be, unable to pay its liabilities as they become due. No capital will be lost as a result of the Capital Reorganisation and, except for the expenses involved in relation to the Capital Reorganisation which is expected to be insignificant in the context of the net asset value of the Company, the net asset value of the Company will remain unchanged before and after the Capital Reorganisation becoming effective. The Capital Reorganisation does not involve any diminution of any liability in respect of any unpaid capital of the Company or the repayment to the Shareholders of any paid-up capital of the Company nor will it result in any change in the relative rights of the Shareholders.

Conditions of the Capital Reorganisation

The Capital Reorganisation (which will be effected in accordance with the Bye-Laws and the Companies Act) is conditional upon:

• (a) the passing of a special resolution by the Shareholders approving the Capital Reorganisation at the SGM*;

• (b) the Listing Committee granting the listing of, and permission to deal in, the Reorganised Shares in issue arising from the Capital Reorganisation;

• (c) the compliance with the requirements of section 46(2) of the Companies Act, including (i) publication of a notice in relation to the Capital Reduction in an appointed newspaper in Bermuda on a date not more than thirty days and not less than fifteen days before the date on which the Capital Reduction is to take effect; and (ii) that on the date on which the Capital Reduction is to be effected, there are no reasonable grounds for believing that the Company is, or after the Capital Reduction would be, unable to pay its liabilities as they become due; and

• (d) the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Capital Reorganisation. Assuming the above conditions are fulfilled, it is expected that the Capital Reorganisation will become effective from 9:30 a.m. on 9 September 2010.

• Whereas certain items of the Capital Reorganisation may be resolved by way of ordinary resolution, pursuant to the Bye-laws of the Company, a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of the Bye-Laws.

The legal advisers to the Company as to Bermuda law have confirmed that, subject to the conditions of the Capital Reorganisation as set out above being satisfied, the Capital Reorganisation will be in compliance with the laws of Bermuda.

• 8 -

LETTER FROM THE BOARD

Listing and Dealings

Application will be made to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the Reorganised Shares arising from the Capital Reorganisation. The Reorganised Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. Subject to the granting of the listing of, and permission to deal in, the Reorganised Shares on the Stock Exchange, the Reorganised Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Reorganised 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.

Fractional Reorganised Shares and odd lot trading arrangement

Fractional Reorganised Shares, if any, will not be issued by the Company to the Shareholders. Any fractional entitlements of the Reorganised Shares will be aggregated and sold for the benefit of the Company.

In order to facilitate the trading of odd lots, if any, of the Reorganised Shares, the Company will appoint Fortune (HK) Securities Limited to provide a matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Reorganised Shares to make up a full board lot, or to dispose of their holding of odd lots of the Reorganised Shares from Friday, 24 September 2010 to Friday, 15 October 2010 (both days inclusive). Shareholders of odd lots of the Reorganised Shares may contact Mr. Raymond Kwok of Fortune (HK) Securities Limited (telephone number: 3189 2184) during the aforesaid period. Shareholders should note that matching arrangements of odd lots of Reorganised Shares is on a best effort basis and successful matching of the sale and purchase of such odd lots is not guaranteed. The Company will bear the costs relating to the matching arrangements of odd lots of the Reorganised Shares.

• 9 -

LETTER FROM THE BOARD

Free exchange of Share certificates

Subject to the Capital Reorganisation becoming effective, Shareholders may submit existing certificates for Shares to the Registrar from Thursday, 9 September 2010 to Tuesday, 19 October 2010 (both dates inclusive) to exchange, at the expense of the Company, for certificates for the Reorganised Shares in board lot of 20,000 Reorganised Shares. 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 of the Shares cancelled or each new share certificate issued for the Reorganised Shares, whichever number of certificates cancelled/issued is higher. Nevertheless, certificates for the Shares will continue to be good evidence of legal title but will no longer be valid for dealings, trading and settlement purposes after the Capital Reorganisation has become effective and may be exchanged for certificates for the Reorganised Shares at any time in accordance with the foregoing.

The new share certificates will be in the colour of pink in order to distinguish them from the existing share certificates which are red in colour.

REASONS FOR THE CAPITAL REORGANISATION AND CHANGE IN BOARD LOT SIZE OF THE COMPANY

Given that the Capital Reorganisation will (a) increase the trading price per board lot and hence reduce the overall transaction and handling costs for dealing in the Reorganised Shares; and (b) result in a smaller number of Reorganised Shares and hence reduce the operating costs of the Company, the Directors are of the view that the Capital Reorganisation is fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

SGM

The notice convening the SGM is set out on pages 12 to 13 of this circular for the purpose of considering and, if though fit, passing the special 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.

• 10 -

LETTER FROM THE BOARD

GENERAL

The Company is principally engaged in the retails of beauty products and provision of beauty services, clinical services in Hong Kong, Macau and the Peoples’ Republic of China; property investment, financial instruments and quoted shares investment in Hong Kong.

As at the Latest Practicable Date, none of the Directors, controlling Shareholder, or any of their respective associates have interests in businesses apart from the Group’s businesses which compete, or are likely to compete, either directly or indirectly, with the businesses of the Group, or any other conflict of interest which any of them has or may have with the Group.

RESPONSIBILITY STATEMENT

This circular, for which the directors of the Company 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 the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Board considers that the Capital Reorganisation is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend the Shareholders to vote in favour of the special resolution at the SGM.

Yours faithfully, On behalf of the Board B.A.L. Holdings Limited Siu York Chee Chairperson

• 11 -

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 Wednesday, 8 September 2010 at 4:30 p.m. or any adjournment thereof for the purpose of considering, and if thought fit, passing the following special resolution:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon, (i) the Listing Committee of the Growth Enterprise Market operated by The Stock Exchange of Hong Kong Limited granting or agree to grant the listing of and permission to deal in the Reorganised Shares (as defined below); and (ii) compliance by the Company with the requirements of section 46(2) of the Companies Act 1981 of Bermuda (as amended), with effect from 9:30 a.m. on 9 September 2010 or such time or such other date and/or time as the directors of the Company may determine:

• (a) every ten (10) issued and unissued shares of par value HK$0.01 each in the share capital of the Company (the “Shares”) be consolidated into one (1) share of par value HK$0.10 each (the “Consolidated Share(s)”) (the “Share Consolidation”);

• (b) the issued share capital of the Company be reduced by cancelling the paid-up capital of the Company to the extent of HK$0.09 on each of the issued Consolidated Shares such that the par value of each of the issued Consolidated Shares be reduced from HK$0.10 to HK$0.01 (the “Issued Capital Reduction”) and the par value of all Consolidated Shares in the authorised share capital of the Company be reduced from HK$0.10 each to HK$0.01 each, resulting in the reduction of the authorised share capital of the Company from HK$300,000,000 divided into 3,000,000,000 Consolidated Shares to HK$30,000,000 divided into 3,000,000,000 shares of par value HK$0.01 each (the “Authorised Capital Reduction”);

• (c) the authorised share capital of the Company be increased from HK$30,000,000 divided into 3,000,000,000 shares of par value HK$0.01 each to HK$300,000,000 divided into 30,000,000,000 shares of par value HK$0.01 each (the “Reorganised Shares”) (the “Capital Increase”);

• 12 -

NOTICE OF SGM

• (d) the amount of credit arising from the Issued Capital Reduction be transferred to the contributed surplus account of the Company and the directors of the Company (the “Directors”) be and are hereby authorised to apply any credit balance in the contributed surplus account of the Company in accordance with the bye-laws of the Company and all applicable laws (including the application of such credit balance to set off against accumulated losses of the Company) (the “Authorisation”); and

• (e) the Directors be and are hereby authorised generally to do all such acts, deeds and things and to sign all documents as they may, in their absolute discretion, deem necessary, desirable or appropriate to give effect and implement the Share Consolidation, the Issued Capital Reduction, the Authorised Capital Reduction and the Capital Increase.”.

Yours faithfully, On behalf of the Board B.A.L. Holdings Limited Siu York Chee Chairperson

Hong Kong, 16 August 2010

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. 13 -