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

Apr 30, 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)

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 Thursday, 20 May 2010 at 4:30 p.m., or any adjournment thereof, is set out on pages 13 to 14 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.

3 May 2010

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 collectively and individually accept full responsibility, includes particulars given in 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.

• ii -

CONTENTS

	Page
Definitions	1
Letter from the Board 3
Notice of SGM 13

• iii -

definitions

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

• “Announcement”

the announcement dated 14 April 2010 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 the Shares of which are listed on the GEM;

• “connected person(s)” has the same meaning as defined 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;

“Independent Third Party(ies)” any person(s) or company(ies) and their respective ultimate beneficial owner(s) whom, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and its connected persons in accordance with the Listing Rules;

• “Latest Practicable Date” 29 April 2010, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

• “Placee(s)”

any independent professional, institutional or other investors procured by the Placing Agent to subscribe for any of the Placing Shares;

• 1 -

definitions

• “Placing” placing of the Placing Shares by a maximum of four tranches (in which each tranche shall not be less than 1,000,000,000 Placing Shares, save for the last tranche), on a best effort basis, procured by the Placing Agent to selected investors on the terms and subject to the conditions set out in the Placing Agreement;

• “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 14 April 2010 entered into between the Company and the Placing Agent in respect of the Placing;

• “Placing Price” HK$0.05 per Placing Share pursuant to the Placing Agreement;

• “Placing Share(s)” a maximum number of 4,000,000,000 new Shares to be placed pursuant to the Placing Agreement;

• “Possible Acquisition” the possible acquisition by the Group of the entire issued share capital of Precise Winner Limited which through its subsidiaries will acquire 65% equity interest in 元江縣岔河銅礦有限公司 (unofficial English translation being Yuanjiang County Cha He Copper Mine Co., Ltd.) in the PRC. Please refer to the announcements of the Company dated 15 January 2010, 22 February 2010, 30 March 2010 and 23 April 2010;

• “Property” the property located at 1st Floor and 2nd Floor, Morrison Plaza, No. 9 Morrison Hill Road, Wanchai, Hong Kong together with external wall area I, II and III acquired by Top Euro Limited, an indirect wholly-owned subsidiary of the Company, pursuant to an acquisition agreement dated 24 April 2010. Details are set out in the announcement of the Company dated 26 April 2010;

• “SGM” the special general meeting of the Company to be held at Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong on 20 May 2010 at 4:30 p.m. or any adjournment thereof for the purpose of approving the Placing Agreement and 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.

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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

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

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)

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

3 May 2010

To the Shareholders

Dear Sir or Madam,

PlaCING of NeW ShareS SUbJeCt to ShareholderS’ aPProVal aNd NotICe of SPeCIal GeNeral meetING

INtrodUCtIoN

Reference is made to the Announcement in relation to the placing of a maximum of 4,000,000,000 Placing Shares, on a best effort basis, at the Placing Price of HK$0.05 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

14 April 2010 (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 4,000,000,000 Placing Shares by a maximum of four tranches (in which each tranche shall not be less than 1,000,000,000 Placing Shares, save for the last tranche), on a best effort basis, to independent Placees. The Placing Agent will receive a placing commission of 2.0% on the gross proceeds of the Placing Shares actually placed, which is arrived at after arm’s length negotiations between the Company and the Placing Agent. The Directors (including the independent non-executive Directors) consider that the placing commission under the Placing Agreement is at prevailing market rate and are of the view that the placing commission is fair and reasonable. The Placing Agent is interested in 80 Shares as at the Latest Practicable Date.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, save for the fact that the Placing Agent holds 80 Shares as at the Latest Practicable Date, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

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 Third Parties. It is expected that neither the Placee nor the Placing Agent 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$0.05 represents:

• (i) a discount of approximately 58.33% to the closing price of HK$0.120 per Share as quoted on the Stock Exchange on the Latest Practicable Date.

• (ii) a discount of approximately 61.54% to the closing price of HK$0.130 per Share as quoted on the Stock Exchange at the date of the Announcement;

• (iii) a discount of approximately 63.24% to the average of the closing prices per Share of approximately HK$0.136 for the last five consecutive trading days prior to the date of the Announcement; and

• (iv) a discount of approximately 66.67% to the average of the closing prices per Share of approximately HK$0.150 for the last ten consecutive trading days prior to the date of the Announcement.

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letter from the board

The Placing Price and number of Placing Shares were negotiated on an arm’s length basis between the Company and the Placing Agent and determined after taking into account (a) the previous financial results and the current financial position of the Company; (b) capital requirement for the future developments of the Group; and (c) 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. Further details are set out under the paragraph headed “Reasons for and benefits of the Placing and use of proceeds” below.

The net price for each Placing Share will be approximately HK$0.04875.

Placing Shares

Pursuant to the Placing Agreement, a maximum number of 4,000,000,0000 Placing Shares will be placed by the Placing Agent by a maximum of four tranches (in which each tranche shall not be less than 1,000,000,000 Placing Shares, save for the last tranche) to independent Placees on a best effort basis, representing (i) approximately 169.25% of the Company’s existing issued share capital of the Company of 2,363,341,300 Shares in issue as at the Latest Practicable Date; (ii) approximately 62.86% of its issued share capital as enlarged by the Placing Shares upon completion of the Placing. The maximum aggregate nominal value of the 4,000,000,000 Placing Shares to be issued under the Placing Agreement will be HK$40,000,000.

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 1,000,000,000 (save for the last tranche of the placing where the number of the Placing Shares to be allotted and issued may be less than 1,000,000,000) 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

• (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.

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letter from the board

• (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 the Placing will take place within four Business Days after the last tranche of the Placing (where the number of the Placing Shares may be less than 1,000,000,000 Placing Shares) have been placed to the Placees, but not later than 5:00 p.m. on the date falling on the third month from the date of the SGM or such other later date to be agreed between the Company and the Placing Agent.

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

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.

• 7 -

letter from the board

reaSoNS for aNd beNefItS of the PlaCING aNd USe of ProCeedS

The maximum gross proceeds from the Placing will be HK$200 million and the maximum net proceeds from the Placing will be approximately HK$195 million, which are intended to be applied as follows:

• a. as to approximately HK$10 million will be used for business developments of the Group, including the opening of a new healthcare and/or beauty centre in the PRC;

• b. as to HK$51 million for the payment of the Property;

• c. as to approximately HK$84 million for future investments as and when opportunities arise, which include but not limited to property investments in offices, retail shops and other properties, or the Possible Acquisition (if proceeds). Further information of the Possible Acquisition is set out below; and

• d. the remaining of approximately HK$50 million will be retained as general working capital to facilitate the operation of the Group.

In recent years, the Group has been facing with increasing pressure in rental hikes in Hong Kong. Since the Board has a positive view towards the property market and asset investment in Hong Kong as a whole, the Group will continue expanding its property investment portfolio. As disclosed in the announcement of the Company dated 26 April 2010, Top Euro Limited, an indirect whollyowned subsidiary of the Company, had entered into an acquisition agreement for the acquisition of the Property at a consideration of HK$51 million. The Property is intended for self-use and as long term investment.

On 23 April 2010, the Company announced that it has entered into a supplemental memorandum of understanding (“ Supplemental moU ”) with Conder International Holdings Limited (“ Vendor ”) in relation to the Possible Acquisition. Pursuant to the Supplemental MOU, the Company and the Vendor agreed that the latest date to entering into a legally-binding formal agreement in connection with the Possible Acquisition should be changed to 30 June 2010 and the consideration for the Possible Acquisition should be not less than HK$144.5 million but in any event will not be more than HK$215.0 million, subject to the refined copper reserve of the copper mine being not fewer than 30,000 tonnes. Details of the Possible Acquisition are set out in the announcements of the Company dated 15 January 2010, 22 February 2010, 30 March 2010 and 23 April 2010 respectively. As the Possible Acquisition may or may not proceed, separate announcement(s) will be made as and when appropriate in accordance with the GEM Listing Rules. Should the Possible Acquisition be proceeded and subject to the signing of a legally-binding formal agreement, part of the HK$84 million net proceeds from the Placing as mentioned above will be used for funding part of the consideration of the Possible Acquisition.

• 8 -

letter from the board

The Directors noted the substantial discounts of the Placing Price to various average closing prices of Shares. Based on the fifth quarterly report of the Group for the 15 months ended 31 January 2010, a summary of the Group’s financial information is set out as follows:

turnover by business segment Beauty services and sales of beauty products Clinical services Rental income from investment properties Tuition fee of beauty courses Sale of properties held for resale loss for the period	for the 15 months ended 31 January 2010 2009 (hK$’000) (hK$’000) % Change (unaudited) (unaudited) 95,198 113,910 (16.43 ) 72,036 66,943 7.61 670 731 (8.34 ) – 861 N/A – 124,227 N/A 167,904 306,672 (45.25 ) (44,635 ) (86,122 ) N/a

The Group has experienced losses in the past two years. In order to improve the financial performance of the Group, the Group continues to look for viable investment opportunities on an ongoing basis. There are other property investments that are currently under review by the Company, however, as at the date of this circular, no concrete investment plan has been finalized by the Company.

The Directors consider that the Placing represents an opportunity to raise capital for the Company while broadening the Shareholder base and capital base of the Company. Taking into account that (i) the Placing allows the Group to have sufficient capital to capture profitable investment opportunities in a timely manner; (ii) the time required to proceed the Placing is shorter than other fund raising methods such as rights issue or open offer; (iii) the enhancement of the financial position of the Group after the Placing; (iv) the cost of fund raising through the Placing is less than the cost of borrowing through banks and other financial institutions and (v) the long-term benefits that may be generated from the investments to be made with the proceeds from the Placing which in turn will increase the value of the Shares, 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 Directors are of the view that the Placing is in the interest of the Company and the Shareholders as a whole.

• 9 -

letter from the board

The Board has also considered alternative fund raising methods, such as bank borrowings, rights issue or open offer. However, after holding preliminary discussion with the Placing Agent, the Directors found that under the prevailing market conditions, it would be difficult to secure an underwriter to commit to a possible rights issue or open offer on a fully-underwritten basis. In this respect, the Placing is a preferable method of fund raising as it is on a best efforts basis. In view of the aforesaid and the relatively long timetable for rights issue and open offer, the Board has decided not to proceed with fund raising exercises of such nature. Further, under the prevailing market conditions, it is prudent to finance the Group’s long-term growth by long-term funding, preferably in the form of equity which will not increase the Group’s finance costs. Given that the net proceeds from the Placing would enhance the Company’s capital base and would not incur any interest expense burden to the Group as compared with debt financing, the Directors consider that the Placing is a preferred means of fund raising for the Group and it 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:

Ms. Siu York Chee and her associates (Note 1) Mr. Leung Kwok Kui (Note 2) Shikumen Special Situations Fund Public: Placees Public Shareholders	as at the date of the latest Practicable date Approximate percentage of Number total issued of shares share capital 151,708,710 6.42 1,430 0.00 236,660,000 10.01 – – 1,974,971,160 83.57 2,363,341,300 100.00	Immediately after completion of the Placing Approximate percentage of Number total issued of shares share capital 151,708,710 2.38 1,430 0.00 236,660,000 3.72 4,000,000,000 62.86 1,974,971,160 31.04 6,363,341,300 100.00	Immediately after completion of the Placing Approximate percentage of Number total issued of shares share capital 151,708,710 2.38 1,430 0.00 236,660,000 3.72 4,000,000,000 62.86 1,974,971,160 31.04 6,363,341,300 100.00
			100.00

Notes:

1. Ms. Siu York Chee is an executive Director. Such interest excludes that of Mr. Leung Kwok Kui, an executive Director and spouse of Ms. Siu York Chee.

2. Mr. Leung Kwok Kui is an executive Director. Such interest excludes that of Ms. Siu York Chee, an executive Director and spouse of Mr. Leung Kwok Kui.

3. 10 -

letter from the board

fUNd raISING aCtIVIty 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 Announcement and up to the Latest Practicable Date:

actual use of proceeds date of initial Net proceeds Intended use as at the latest announcement event (approximately) of proceeds Practicable date 16 June 2009 Placing of HK$39.05 million For future business Utilized as general 400,000,000 development and working capital and new Shares general working business development capital of the Group of the Group

SGm

The notice convening the SGM is set out on pages 13 to 14 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.

• 11 -

letter from the board

GeNeral

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

Shareholders and potential investors should note that completion of 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

• 12 -

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 Thursday, 20 May 2010 at 4:30 p.m. or any adjournment thereof 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 14 April 2010 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 effort basis, up to a maximum of 4,000,000,000 new shares of the Company at a price of HK$0.05 per share (the “ Placing Shares ”) by a maximum of four tranches (in which each tranche shall not be less than 1,000,000,000 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, 3 May 2010

• 13 -

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.

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