If you are in doubt about this circular, you should consult your licensed securities dealers, bank
manger, solicitors, professional accountants or other professional advisers.
If you have sold or transferred all your shares in B.A.L. HOLDINGS LIMITED (the “Company”),
you should at once hand this circular to the purchaser or to the bank or stockbroker or other agent
through whom the sales was effected for transmission to the purchaser or the transferee.
B.A.L. Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8079)
DISCLOSEABLE TRANSACTIONS
DISPOSAL OF PROPERTIES
This circular will remain on the “Latest Company Announcements” page on the GEM website at
www.hkgem.com for at least 7 days from the date of this circular.
31 January 2008
for identification purpose only
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CHARACTERISTICS OF GEM
GEM has been established as a market designed to accommodate companies to which a
high investment risk may be attached. In particular, companies may list on GEM with neither a
track record of profitability nor any obligation to forecast future profitability. Furthermore, there
may be risks arising out of the emerging nature of companies listed on GEM and the business
sectors or countries in which the companies operate. Prospective investors should be aware of
the potential risks of investing in such companies and should make the decision to invest only
after due and careful consideration. The greater risk profile and other characteristics of GEM
mean that it is a market more suited to professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securities
traded on GEM may be more susceptible to high market volatility than securities traded on the
Main Board of the Stock Exchange and no assurance is given that there will be a liquid market
in the securities traded on GEM.
The principal means of information dissemination on GEM is publication on the internet
website operated by the Stock Exchange. Listed companies are not generally required to issue
paid announcements in gazetted newspapers. Accordingly, prospective investors should note
that they need to have access to the GEM website in order to obtain up-to-date information on
GEM-listed issuers.
<
| CONTENTS | |
| Definitions | 1 |
| Letter from the Board | 3 |
| Appendix – General information | 8 |
- -
Definitions
In this circular, the following expressions have the meanings set out below unless the context
requires otherwise:
“Board” the board of Directors
“Company” B.A.L. Holdings Limited (Stock code: 8079), a company
incorporated in the Cayman Islands with limited liability, whose
shares are listed on GEM
“Director(s)” the director(s) of the Company
“Disposal” the First Disposal and the Second Disposal
“First Disposal” disposal of the First Property by Top Euro
“First Disposal the preliminary sales and purchase agreement dated 2 January 2008
Agreement” entered into between Top Euro and the First Purchaser
“First Property” the property located at Unit 0, 7/F., Lippo Sun Plaza, No. 28
Canton Road, Tsimshatsui, Kowloon, Hong Kong
“First Purchaser” Ms. Kingkaew, Arunee
“GEM” the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Administrative Region of the People’s Republic
of China
“Independent Third person(s) who or company(ies) together with its/their ultimate
Party(ies)” beneficial owner(s) which, to the best of the Directors’ knowledge,
information and belief having made all reasonable enquiry, is/are
third party(ies) independent of the Company and its connected
person(s)
“Latest Practicable Date” 28 January 2008, being the latest practicable date before the
printing of this circular for ascertaining certain information for
the purpose of inclusion in this circular
- 2 -
Definitions
“Property” the First Property and the Second Property
“Purchasers” the First Purchaser and the Second Purchaser
“SFO” Securities and Futures Ordinance, Chapter 57 of the Laws of
Hong Kong
“Second Disposal” disposal of the Second Property by Top Euro
“Second Disposal the preliminary sales and purchase agreement dated 5 January 2008
Agreement” entered into between Top Euro and the Second Purchaser
“Second Property” the property located at Unit 9, 7/F., Lippo Sun Plaza, No. 28
Canton Road, Tsimshatsui, Kowloon, Hong Kong
“Second Purchaser” Ms. Tsoi Pui Fei
“Share(s)” ordinary share(s) of HK$0.20 each in the share capital of the
Company
“Shareholder(s)” the holder(s) of the Shares
“Stock Exchange”
- -
Letter from the Board
B.a.L. holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8079)
Executive Directors: Registered office:
Ms. Siu York Chee P.O. Box 09, Ugland House
Mr. Leung Kwok Kui South Church Street, George Town
Grand Cayman
Independent non-executive Directors: Cayman Islands
Mr. Hung Anckes Yau Keung, Ph.D, MBA, FCPA British West Indies
(Practising), FCCA, CICPA, ACMA, CGA
Dr. Siu Yim Kwan, Sidney, S.B.St.J. Head office and principal place
Mr. Tsui Pui Hung, Walter, LL.B. (Hons), of business in Hong Kong:
LL.M, BSc (Hons) Room 1401, 14th Floor
Guardian House
2 Oi Kwan Road
Wanchai, Hong Kong
1 January 2008
To the Shareholders
Dear Sir or Madam,
dISCLoSeaBLe traNSaCtIoNS
dISPoSaL of ProPertIeS
INtrodUCtIoN
The Company announced on 16 January 2008 that on 12 and 15 January 2008, Top Euro, an
indirect wholly-owned subsidiary of the Company entered into the First Disposal Agreement and the
Second Disposal Agreement with the First Purchaser and the Second Purchaser respectively regarding
the disposal of the Property.
Each of the First Disposal and the Second Disposal constitutes a discloseable transaction of
the Company under Chapter 19 of the GEM Listing Rules. Since the First Purchaser and the Second
Purchaser are not connected or associated with each other, Rule 19.2(1) of the GEM Listing Rules
does not apply. The First Disposal and the Second Disposal should therefore not be aggregated.
The purpose of this circular is to provide you with details of the Disposal and other information
as required by the GEM Listing Rules.
for identification purpose only
- 4 -
Letter from the Board
the dISPoSaL
(1) fIrSt dISPoSaL aGreemeNt
date
12 January 2008
Parties
Vendor: Top Euro
Purchaser: Ms. Kingkaew, Arunee. To the best of the Directors’ knowledge, information
and belief having made all reasonable enquiry, the First Purchaser is an
Independent Third Party.
Subject: the First Property
Consideration and payment terms for the first disposal:
The consideration for the First Disposal of HK$18,15,40 has been determined after arm’s
length negotiations between Top Euro and the First Purchaser by reference to the prevailing
market value of similar properties in the same area.
The consideration for the First Disposal is payable to Top Euro in cash in the following
manner:
(i) an initial deposit in the sum of HK$600,000 has been paid by the First Purchaser
upon signing of the First Disposal Agreement;
(ii) a further deposit of HK$1,21,54 has been paid by the First Purchaser on
28 January 2008; and
(iii) the remaining balance of HK$16,48,887 will be paid by the First Purchaser on 1
February 2008.
Completion of the first disposal
Completion of the First Disposal will take place on 1 February 2008 on which date the
First Property will be delivered to the First Purchaser.
- 5 -
Letter from the Board
(2) SeCoNd dISPoSaL aGreemeNt
date
15 January 2008
Parties
Vendor: Top Euro
Purchaser: Ms. Tsoi Pui Fei. To the best of the Directors’ knowledge, information
and belief having made all reasonable enquiry, the Second Purchaser is an
Independent Third Party.
Subject: the Second Property
Consideration and payment terms for the Second disposal:
The consideration for the Second Disposal of HK$10,984,570 has been determined after
arm’s length negotiations between Top Euro and the Second Purchaser by reference to the
prevailing market value of similar properties in the same area.
The consideration for the Second Disposal is payable to Top Euro in cash in the following
manner:
(i) an initial deposit in the sum of HK$400,000 has been paid by the Second Purchaser
upon signing of the Second Disposal Agreement;
(ii) a further deposit of HK$698,457 has been paid by the Second Purchaser on
28 January 2008; and
(iii) the remaining balance of HK$9,886,11 will be paid by the Second Purchaser on
1 February 2008.
Completion of the Second disposal
Completion of the Second Disposal will take place on 1 February 2008 on which date
the Second Property will be delivered to the Second Purchaser.
- 6 -
Letter from the Board
INformatIoN oN the ProPertY
The Property comprising of two office units is located at the Lippo Sun Plaza, Tsimshatsui,
Kowloon, Hong Kong and was acquired from an Independent Third Party on 25 October 2007 at a
consideration of HK$26,08,000 (the “Acquisition”). Completion of the Acquisition will take place
on 1 February 2008. Upon completion of the Acquisition and at initial recognition, the Property has
a book value of approximately HK$26,08,000 which equals to the purchase price of the Property.
The First Property and the Second Property are under one tenancy agreement at a monthly rental of
approximately HK$92,000. As at the Latest Practicable Date, the Acquisition has not yet been completed.
The Company is therefore not entitled to such rentals and there has been no profit attributable to the
Property. Upon completion of the Disposal, the tenancy agreement was transferred with the Property
to the Purchasers.
USe of ProCeedS from the dISPoSaL
The net proceeds from the Disposal amounting to approximately HK$28,600,000 will be applied
by the Group for acquisition of other suitable properties for opening of new clinical centre for the
Group’s beauty services or property investment. The remaining proceeds will be used for general
working capital purpose.
fINaNCIaL effeCt of the dISPoSaL
As a result of the Disposal, it is estimated that the Group will record an unaudited gain on
disposal of approximately HK$2,500,000 (being the consideration for the Disposal less the costs of
purchase of the Property and other expenses in relation to the Disposal). Upon completion of the
Disposal, it is estimated that the Group’s cash and cash equivalents will be increased by approximately
HK$5,100,000 and prepayments will be reduced by approximately HK$2,600,000 being the deposit
paid on the Acquisition. The Group’s net assets will be increased by approximately HK$2,500,000.
The Disposal will not have any impact on the Group’s liabilities.
reaSoNS aNd BeNefItS for the dISPoSaL
The Company is principally engaged in the provision of beauty services, sale of beauty products,
provision of clinical services and operation of beauty courses.
It is the Group’s intention to acquire properties for the opening of new medical centre, non-
surgical centre or office. Having considered (i) the recent positive sentiment of the property market in
Hong Kong, (ii) the satisfactory gains on Disposal and (iii) the fact that premises at more advantageous
location for the Group’s medical centre have recently been rented, the Directors are of the view that
the Disposal provides good opportunities for the Group to realize immediate gains. According to the
Company’s interim report for the six months ended 0 April 2007, the Company’s unaudited cash and
cash equivalents were approximately HK$9,669,000. The Directors are of the view that investing
the Group’s surplus cash resources in the property market may be a good corporate strategy of the
Company in the near future. Should opportunities arise and if it will allow the Group to realize
immediate gains as well as to contribute to the Group’s cash flow, the Directors may consider disposing
of other properties acquired as stated in the Company’s circular dated 17 December 2007. However, it
is the Company’s long-term corporate strategy to own properties for the Group’s operations. Should
there be any other suitable properties identified, the Group may consider acquiring other properties
for self-use purpose.
- 7 -
Letter from the Board
In light of the consideration of the Disposal is at market price and satisfactory disposal gains
will be realized, the Directors consider that the terms of the Disposal are fair and reasonable and are
in the interests of the Company and the Shareholders as a whole.
GeNeraL
Your attention is also drawn to the other information as set out in the Appendix to this
circular.
On order of the Board
B.a.L. holdings Limited
Siu York Chee
Chairperson
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Appendix generAlinformAtion
1. reSponSiBilitYStAtement
This circular, for which the Directors collectively and individually accept full responsibility,
includes particulars given in compliance with the GEM Listing Rules for the purpose of giving
information with regard to the Group. As at the Latest Practicable Date, the Directors, having made
all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information
contained in this circular is accurate and complete in all material respects and not misleading; (2)
there are no other matters the omission of which would make any statement in this circular misleading;
and (3) all opinions expressed in this circular have been arrived at after due and careful consideration
and are founded on bases and assumptions that are fair and reasonable.
2. diSCloSUreofintereStS
(i) interests and short positions of the directors or chief executives in the Shares,
underlyingsharesanddebenturesoftheCompanyanditsassociatedcorporations
As at the Latest Practicable Date, the interests and short positions of the Directors and
chief executive of the Company in the Shares, underlying Shares and debentures of the Company
and its associated corporations (within the meaning of part XV of the SFO), which (a) were
required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and
of Part XV of the SFO (including interests or short positions which they were taken or deemed
to have under such provisions of the SFO), or (b) were required, pursuant to section 352 of
the SFO, to be entered in the register referred to therein, or (c) were required, pursuant to
Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the Directors
to be notified to the Company and the Stock Exchange were as follows:
a) InterestinShares
Long positions
Approximate
percentage
totheissued
capitalofthe
Companyas
atthelatest
name typeofinterest no.ofShares practicabledate
Ms. Siu York Chee Personal 2,032,15 0.29%
(Note1and2)
Mr. Leung Kwok Kui (Note2) Personal 7,15 0.00%
Mr. Ho Wai Sun (Note3) Personal 10,290,000 1.44%
- 9 -
Appendix generAlinformAtion
Note:
1. Ms. Siu York Chee also together with Mr. Shiu Yeuk Yuen hold on behalf of Ms. Shiu Yo Yo
and Ms. Shiu Sound Sound 34% shareholdings in Heavenly Blaze Limited which in turn holds
104,767,917 Shares.
2. Ms. Siu York Chee and Mr. Leung Kwok Kui are wife and husband.
3. Mr. Ho Wai Sun (“Mr. Ho”) is a director of an indirect wholly-owned subsidiary of the
Company.
b) Interestinconvertibleloannotes
Approximately
percentageof
theunderlying
sharestotheissued
sharecapitalof
numberof theCompanyas
typeof underlying atthelatest
name interest sharesheld practicabledate
Ho Wai Sun (Note) Personal 45,454,545 6.3%
Note: Mr. Ho was issued with convertible loan notes on 1 January 200 with a principal amount of
HK$10,000,000 at a conversion price of HK$0.22 per Share (“Convertible Notes”). Upon full
conversion of the Convertible Notes, a maximum of 45,454,545 Shares will be issued to Mr. Ho.
The Company has 712,206,405 Shares in issue as at the Latest Practicable Date.
Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief
executive of the Company had any interest or short position in the Shares, underlying shares
or debentures of the Company or any of its associated corporations (within the meaning of
Part XV of the SFO) which (a) were required to be notified to the Company and the Stock
Exchange pursuant to Divisions 7 and of Part XV of the SFO (including any interests and
short positions which they were taken or deemed to have under such provisions of the SFO) or
(b) are required, pursuant to section 352 of the SFO, to be entered in the register maintained
by the Company referred to therein, or (c) are required, pursuant to Rules 5.46 to 5.67 of the
GEM Listing Rules, to be notified to the Company and the Stock Exchange.
- 10 -
Appendix generAlinformAtion
(ii) interestsandshortpositionsofsubstantialShareholdersintheShares,underlying
sharesanddebenturesoftheCompanyanditsassociatedcorporations
a) InterestinShares
Long positions
Approximate
percentage
totheissued
sharecapital
oftheCompany
typeof asatthelatest
name interest no.ofShares practicabledate
Heavenly Blaze Limited Corporate 104,767,917 14.71%
Mr. Cheng Jut Si (Note1) Personal 104,767,917 14.71%
Mr. Shiu Stephen Junior (Note1) Personal 104,767,917 14.71%
Ms. Shiu Ting Yan, Denise (Note1) Personal 104,767,917 14.71%
Mr. Shiu Yeuk Yuen
and Ms. Siu York Chee Personal 104,767,917 14.71%
(Note2)
One Dollar Productions
Limited (Note1) Corporate 104,767,917 14.71%
Ms. Hau Lai Mei (Note1) Personal 104,767,917 14.71%
Everproven Limited (Note3) Corporate 1,00,000 11.4%
Mr. Chan Boon Ho, Peter (Note3) Personal 1,00,000 11.4%
Notes:
1. Heavenly Blaze Limited is beneficially owned as to (i) 46% by Mr. Shiu Stephen Junior, nephew
of Ms. Siu York Chee (being the executive Director); (ii) 34% by Mr. Shiu Yeuk Yuen, younger
brother of Ms. Siu York Chee, and Ms. Siu York Chee together hold on behalf of Ms. Shiu Yo
Yo and Ms. Shiu Sound Sound, nieces of Ms. Siu York Chee; (iii) 16% by Ms. Shiu Ting Yan,
Denise, niece of Ms. Siu York Chee; (iv) 1% by Mr. Cheng Jut Si and (v) 3% by One Dollar
Productions Limited which is beneficially owned as to (i) 25% by Mr. Shiu Stephen Junior and
(ii) 75% by Ms. Hau Lai Mei, the step-mother of Shiu Stephen Junior and therefore are deemed
to be interested in such Shares.
2. Ms. Siu York Chee and Mr. Shiu Yeuk Yuen are the trustees of Ms. Shiu Yo Yo and Ms. Shiu
Sound Sound.
3. Everproven Limited is beneficially owned as to 100% by Mr. Chan Boon Ho, Peter.
- 11 -
Appendix generAlinformAtion
b) Interestinshareoptions
Approximate
percentage
totheissued
outstanding sharecapital
shareoptions oftheCompany
typeof asatthelatest asatthelatest
name interest practicabledate practicabledate
Ms. Hau Lai Mei Personal 3,695,000 0.52%
Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware
of any other person who had an interest or short position in the Shares or underlying Shares or
debentures of the Company which would fall to be disclosed under Divisions 2 and 3 of Part
XV of the SFO, or who is expected, directly or indirectly to be interested in 10% or more of
the nominal value of any class of share capital, or options in respect of such capital, carrying
rights to vote in all circumstances at general meetings of any other member of the Company.
3. SerViCeContrACtS
Each of Ms. Siu York Chee and Mr. Leung Kwok Kui has entered into a service contract with
Company. Their appointments are for a term of five (5) years commencing from 1 September 2004
and shall continue thereafter for a successive term of one (1) year unless and until termination in
accordance with the terms of the service contract. Each of Ms. Siu York Chee and Mr. Leung Kwok
Kui receives a remuneration of HK$50,000 and HK$30,000 per month under their respective service
contract with the Company.
Mr. Ho Wai Sun (“Mr. Ho”) has entered into a service contract with Top Empire Limited (“Top
Empire”), an indirect wholly-owned subsidiary of the Company. His appointment is for a term of five
(5) years commencing from 10 December 2007 unless termination in accordance with the terms of
the service contract. Mr. Ho is entitled to receive monthly fees based on the revenue of Top Empire
and its subsidiaries.
Save as disclosed herein, none of the Directors has any existing or proposed service contract
(excluding contracts expiring or determinable by the Group within one year without payment of
compensation (other than statutory compensation)) with any member of the Group.
4. direCtorS’intereStSinCompetingBUSineSS
As at the Latest Practicable Date, none of the Directors or their respective associates had any
interest in businesses, which are considered to compete or are likely to compete, either directly or
indirectly, with the business of the Group as required to be disclosed pursuant to the GEM Listing
Rules.
- 12 -
Appendix generAlinformAtion
5. litigAtion
As at the Latest Practicable Date, the Group was not engaged in any litigation or arbitration
of material importance and no litigation or claims of material importance is known to the Directors
to be pending or threatened by or against the Company.
6. generAl
(a) The registered address of the Company is at P.O. Box 309, Ugland House, South Church
Street, George Town, Grand Cayman, Cayman Islands, British West Indies.
(b) The head office and principal place of business of the Company in Hong Kong is at
Room 1401, 14th Floor, Guardian House, 32 Oi Kwan Road, Wanchai, Hong Kong.
(c) The share registrar and transfer agent of the Company in Hong Kong is Tricor Standard
Limited at 26th Floor, Tesbury Centre, 2 Queen’s Road East, Wanchai, Hong Kong.
(d) The Company established an audit committee in October 2001 with terms and reference
in compliance with the GEM Listing Rules. The primary duties of the audit committee
are to review the annual report and accounts, interim reports and quarterly reports of
the Company and internal control system of the Company. The audit committee of the
Company (“Audit Committee”) comprises three members, including one independent
non-executive Director who possesses the appropriate professional qualifications or
accounting or related financial management expertise. Details of the members of the
Audit Committee are set out below.
mr. Hung Yau Keung Anckes (“mr. Hung”), Ph.D, MBA, FCPA (Practising), CICPA, ACMA,
CGA, aged 55, a Certified Public Accountant, Chairman of the Audit Committee, was
appointed as an independent non-executive Director of the Company in October 2003.
Mr. Hung has over 25 years experience in accounting. Mr. Hung is a fellow of the Hong
Kong Institute of Certified Public Accountants and the Association of Chartered Certified
Accountants, a member of the Chartered Institute of Management Accountants and the
Certified General Accountants Association, and an overseas non-practising member of
the Chinese Institute of Certified Public Accountants.
Mr. Hung is now the practising director of KND & Co. CPA Limited, Certified Public
Accountants (Practising). Mr. Hung is the Honorary Treasurer of The Overseas CICPA
Members Association since the incorporation of the Association. Mr. Hung is also the
Visiting Professor of the Southwestern University of Finance and Economics and the
Research Institute of Economics of the Shenzhen University in China.
dr. Siu Yim Kwan, Sidney (“dr. Siu”), S.B.St.J.,aged 61, Dr. Siu was appointed as an
independent non-executive director of the Company in December 2004. Dr. Siu holds
a doctorate degree in Business Management from Armstrong University in the United
States. Dr. Siu is the non-executive director of Wang On Group Limited, a listed company
in Hong Kong since November 1993.
- 13 -
Appendix generAlinformAtion
Dr. Siu is a director of The Association of The Directors & Former Directors of Pok Oi
Hospital Limited, Bright China Foundation Limited and Chiu Yang Residents Association
of Hong Kong Limited, those companies are non-profitable association and providing
community services in Hong Kong.
Dr. Siu is also a director of The Hong Kong Tae Kwon Do Association Limited, a sport
association in Hong Kong and also an executive member of a number of charitable
organizations and sports associations.
mr. tsui pui Hung Walter (“mr. tsui”), LL.B. (Hons), LL.M, BSc (Hons), aged 32, is a
practicing solicitor of the High Court of Hong Kong, was appointed as an independent
non-executive director of the Company in June 2007. Mr. Tsui holds the degrees of a
Master in Laws from University of London, a Bachelor of Laws (with Honours) from
Manchester Metropolitan University, a Bachelor of Science (with Honours) from the Chinese
University of Hong Kong and a Diploma in translation from the Chinese University of
Hong Kong. Mr. Tsui has years of senior management experience and is familiar with
internal control issues and regulatory rules of listed company.
(e) The compliance officer of the Company is Ms. Siu York Chee.
(f) The qualified accountant and the company secretary of the Company is Mr. Lo Gun Yuen,
Raymond (CPA).
(g) In any event of inconsistency, the English language text of this circular shall prevail over
the Chinese language text.
