09:23 B.A.L. HOLD<08079>-Announcement & Resumption of Trading(1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. B. A. L. HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8079) PROPOSED OPEN OFFER OF NEW SHARES ON THE BASIS OF ONE OFFER SHARE FOR EVERY THREE NEW SHARES HELD ON THE RECORD DATE AND RESUMPTION OF TRADING FINANCIAL ADVISER TO THE COMPANY KINGSTON CORPORATE FINANCE LIMITED UNDERWRITERS PEACE TOWN SECURITIES LIMITED SIU YORK CHEE PROPOSED OPEN OFFER OF NEW SHARES ON THE BASIS OF ONE OFFER SHARE FOR EVERY THREE NEW SHARES HELD ON THE RECORD DATE The Company proposes to raise approximately HK$10.5 million before expenses, by issuing not less than 104,197,729 Offer Shares and not more than 105,239,062 Offer Shares at HK$0.1 per Offer Share by way of Open Offer, payable in full on application, on the basis of one Offer Share for every three New Shares held on the Record Date. The Open Offer will not be available to the Excluded Shareholders. To qualify for the Open Offer, all transfers of Shares must be lodged for registration with the Registrar by 4:00 p.m. on Friday, 13 May 2005. The register of members is expected to be closed from Tuesday, 17 May 2005 to Thursday, 19 May 2005 (both dates inclusive) to determine the entitlements to the Open Offer. The Open Offer is conditional upon, among other things, the completion of the proposed increase in authorised share capital of the Company and the Share Consolidation. Pursuant to the Underwriting Agreement, Ms. Siu, one of the executive Directors interested in 224,860,000 Shares as at the date of this announcement (or 22,486,000 New Shares upon completion of the Share Consolidation), representing approximately 7.19% of the existing issued share capital of the Company, has irrevocably undertaken to the Company to take up all her entitlements of 7,495,333 Offer Shares under the Open Offer in full and agreed to underwrite 36,702,396 Offer Shares, representing approximately 8.81% of the issued share capital of the Company immediately after completion of the Open Offer (assuming no Share Options have been exercised on or before the Record Date) and all the Offer Shares entitled to the holders of the Share Options who have exercise their respective Share Options on or before the Record Date, in aggregate being not more than 37,743,729 Offer Shares, representing approximately 8.97% of the issued share capital of the Company immediately after completion of the Open Offer, in the event that all of the 3,124,000 outstanding Share Options, of which 114,000 Share Options are held by Ms. Siu, will have been exercised in full on or before the Record Date and Peace Town Securities Limited has agreed to underwrite the remaining Offer Shares which should be not more than 60,000,000 Offer Shares. The estimated net proceeds from the Open Offer will be approximately not less than HK$9.4 million and not more than HK$9.5 million and will be used for future opening of beauty service and body slimming treatment center(s) in Hong Kong, Macau and Taiwan. As at the date of this announcement, the Company is yet to have any concrete plan. In the event that no appropriate location for new beauty service and body slimming treatment center(s) is identified, the net proceeds will be used as general working capital of the Company. WARNING OF RISKS OF DEALING IN SHARES The Open Offer is conditional upon the Underwriting Agreement having become unconditional and the Underwriters not having terminated the Underwriting Agreement in accordance with the terms thereof. Accordingly, the Open Offer may or may not proceed. Shareholders and potential investors should therefore exercise in caution when dealing in the Shares/New Shares, and if they are in any doubt about their position, they should consult their professional advisers. Shareholders should note that the New Shares will be dealt with on an ex-entitlements basis commencing from Thursday, 12 May 2005 and that dealings in such New Shares will take place while the conditions to