Du Du Holdings Limited — Proxy Solicitation & Information Statement 2007

Oct 11, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) takes no responsibility for the contents of this circular, 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 circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Core Healthcare Investment Holdings Limited (the “Company”), you should at once hand this circular and the form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to purchaser or the transferee.

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Core Healthcare Investment Holdings Limited (incorporated in the Cayman Islands with limited liability) (Stock Code: 8250)

PROPOSAL FOR REFRESHMENT OF THE SHARE OPTION SCHEME MANDATE LIMIT

A notice convening an extraordinary general meeting of the Company (the “EGM”) to be held at Falcon Room I, Basement, Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong on Thursday, 1 November 2007 at 3:30 p.m. (or so soon thereafter as the annual general meeting of the Company convened at the same place and date at 3:00 p.m. shall have concluded or adjourned) is set out on pages 7 to 8 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and deposit the same at the office of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investors Services Limited, at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish.

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

12 October 2007

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

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 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 at http://www.hkgem.com in order to obtain up-to-date information on GEM-listed issuers.

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CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

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

“Article of Association”	the articles of association of the Company, and
	“Article” shall mean an Article of the Articles of
	Association
“Board”	the board of Directors
“Company”	Core Healthcare Investment Holdings Limited, a
	company incorporated in the Cayman Islands with
	limited liability and the issued Shares of which are
	listed on GEM
“Directors”	the directors of the Company
“EGM”	the extraordinary general meeting of the Company to
	be held at Falcon Room I, Basement, Luk Kwok Hotel,
	72 Gloucester Road, Wanchai, Hong Kong on
	Thursday, 1 November 2007 at 3:30 p.m. (or so soon
	thereafter as the annual general meeting of the
	Company convened at the same place and date at 3:00
	p.m. shall have concluded or adjourned)
“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
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	10 October 2007, being the latest practicable date prior
	to the printing of this circular for the purpose of
	ascertaining certain information contained in this
	circular
“Listing Date”	The date on which dealings in the Shares first
	commence on GEM
“Scheme Mandate Limit”	The maximum number of Shares which may be issued
	upon exercise of all options granted/to be granted
	under the Share Option Scheme and any other share
	option schemes of the Company

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DEFINITIONS

“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Share Option Scheme” The share option scheme of the Company adopted on 20 April 2004 “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent

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LETTER FROM THE BOARD

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Core Healthcare Investment Holdings Limited

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8250)

Executive Directors: Mr. Lui Chi Wah, Johnny Mr. Wu Kai

Registered Office: Ugland House, PO Box 309GT South Church Street, Grand Cayman Cayman Islands

Non-Executive Director:

Mr. Lau Kam Shan

Independent Non-Executive Directors: Mr. Kwok Shun Tim Mr. Chan Po Kwong Mr. Lam Yan Wing

Principal Place of Business in Hong Kong: Room 609–610, 6/F Nan Fung Tower 173 Des Voeux Road Central Hong Kong

12 October 2007

To the Shareholders

Dear Sir or Madam,

PROPOSAL FOR REFRESHMENT OF THE SHARE OPTION SCHEME MANDATE LIMIT

INTRODUCTION

At the EGM, ordinary resolution will be proposed to refresh the 10% of the Scheme Mandate Limit in respect of the Share Option Scheme.

The purpose of this circular is to provide you with information reasonably necessary to enable you to make a decision on whether to vote for or against the proposal. A notice convening the EGM setting out the details of the ordinary resolution to be proposed at the EGM is set out on page 7 of this circular.

PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT

The Share Option Scheme was adopted by the Company on 20 April 2004. The Scheme Mandate Limit was set at 10% of the Shares in issue as at the Listing Date, namely 32,780,000 Shares. Subject to prior Shareholders’ approval, the Company may, at any time thereafter, refresh the Scheme Mandate Limit to the extent not exceeding 10% of the Shares in issue at the date of the aforesaid Shareholders’ approval.

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LETTER FROM THE BOARD

On the Latest Practicable Date, options carrying rights to subscribe for a total of 23,529,100 Shares were granted of which 11,211,111 options were exercised, 11,369,496 options were lapsed and 948,493 options remained outstanding under the Share Option Scheme. Accordingly, the available limit under the Scheme Mandate Limit can only allow the grant of options to subscribe for 9,250,900 Shares, representing approximately 1.32% of the issued share capital of the Company as at the Latest Practicable Date.

It is proposed that subject to the GEM Listing Committee granting the listing of, and permission to deal in Shares to be issued pursuant to the exercise of the options granted under the refreshed Scheme Mandate Limit and the passing of the relevant resolution at the EGM by the Shareholders, the Scheme Mandate Limit be refreshed so that the total number of Shares, which may be issued upon exercise of all options to be granted under the Share Option Scheme under the Scheme Mandate Limit as refreshed, shall not exceed 10% of the Shares in issue as at the date of approval of the proposed refreshment of Scheme Mandate Limit by the Shareholders at the EGM. Options previously granted under the Share Option Scheme (including without limitation those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed. Based on 698,673,869 Shares in issue as at the Latest Practicable Date and assuming no further issue or repurchase of Shares prior to the EGM, the maximum number of Shares, which may be issued upon the exercise of all the options to be granted under the Share option Scheme under the Scheme Mandate Limit as refreshed should be 69,867,386 Shares.

Pursuant to the GEM Listing Rules, the Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme at any time should not exceed 30% of the Shares in issue from time to time. No options shall be granted under any scheme(s) of the Company if this will result in the 30% limit being exceeded.

Conditions of the Refreshment of Scheme Mandate Limit

The proposed refreshment of Scheme Mandate Limit is conditional upon:

1. the passing of the necessary ordinary resolution by the Shareholders at the EGM to approve the proposed refreshment of Scheme Mandate Limit; and

2. the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the options to be granted under the refreshed Scheme Mandate Limit.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the options to be granted under the refreshed Scheme Mandate Limit.

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LETTER FROM THE BOARD

Reasons for the Refreshment of Scheme Mandate Limit

The Board considers that the proposed refreshment of Scheme Mandate Limit will enable the Company to grant further options to eligible persons so as to provide opportunities and incentive to them to work towards enhancing the values of the Company and Shares for the benefit of the Company and Shareholders as a whole. As the granting of options will not affect the Group’s cash flow but will help the Company to retain and/ or recruit employees and to provide them with a direct economic interest in attaining the long term business objectives of the Company, the Board has decided to grant to those eligible persons of the Group such number of options which will provide sufficient incentives to them to achieve the Group’s business goals.

RESPONSIBILITY STATEMENT

This document, 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 Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this document is accurate and complete in all material aspects and not misleading; (ii) all opinions expressed in this document have been arrived at after due and careful consideration and are founded on basis and assumptions that are fair and reasonable.

ACTION TO BE TAKEN

Whether or not you intend to attend the EGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon not less 48 hours before the time appointed for holding the EGM or any adjournment thereof. The completion and return of a form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof in person if you so wish.

PROCEDURES FOR DEMANDING A POLL

According to Article 76, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is required under the Listing Rules or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded. A poll may be demanded by:

• (a) the chairman of the meeting; or

• (b) at least five Shareholders present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and entitled to vote; or

• (c) any shareholder or shareholders present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all Shareholders having the right to attend and vote at the meeting; or

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LETTER FROM THE BOARD

• (d) any Shareholders or Shareholders present in person (or in the case of a corporation, by its duly authorised representative) or by proxy and holding Shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all Shares conferring that right; or

• (e) if required by the Listing Rules, the Chairman of the meeting and/or any Director holding the proxies shall demand a poll, if such aggregate proxies held individually or collectively by (i) the Chairman of a particular meeting, and/or (ii) the Directors, account for 5% or more of the total voting rights at that meeting, and if on a show of hands in respect of any resolution, the meeting votes in the opposition manner to that instructed in those proxies.

RECOMMENDATION

The Directors believe that the ordinary resolution to be proposed at the EGM are in the best interests of the Company and the Shareholders as a whole and the Directors also consider that the terms of these transactions are fair and reasonable. Accordingly, the Director recommend all Shareholders to vote in favour of the above resolution to be proposed at the upcoming EGM.

Yours faithfully For and on behalf of the Board of

Core Healthcare Investment Holdings Limited Lui Chi Wah, Johnny Chairman

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NOTICE OF EGM

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Core Healthcare Investment Holdings Limited

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8250)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Core Healthcare Investment Holdings Limited (the “ Company ”) will held at Falcon Room I, Basement, Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong on Thursday, 1 November 2007 at 3:30 p.m. (or so soon thereafter as the annual general meeting of the Company convened at the same place and date at 3:00 p.m. shall have concluded or adjourned) to consider and, if thought fit, pass with or without amendments the following resolution:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon the granting by Listing Committee of the Stock Exchange of Hong Kong Limited of, the listing of and permission to deal in, the Shares to be issued pursuant to exercise of options granted under the refreshed scheme mandate limit (the “ Scheme Mandate Limit ”) under the share option scheme adopted by the Company on 20 April 2004 in the manner as set out in the paragraph (a) of this resolution below,

• (a) the refreshment of the Scheme Mandate Limit of up to 10% of the Shares of the Company in issue as at the date of passing of this resolution be and is hereby approved; and

• (b) the Directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to foregoing arrangement.”

By the order of the Board Core Healthcare Investment Holdings Limited Lui Chi Wah, Johnny Chairman

Hong Kong, 12 October 2007

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NOTICE OF EGM

Registered office: Ugland House P.O. Box 309GT South Church Street Grand Cayman Cayman Islands

Principal Place of Business in Hong Kong: Room 609–610, 6/F, Nan Fung Tower 173 Des Voeux Road Central Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. To be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the offices of the Company’s share registrar in Hong Kong, Computershare Hong Kong Investors Services Limited, at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. Delivery of an instrument appointing a proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. As at the date of this notice, the executive Directors are Mr. Lui Chi Wah, Johnny and Mr. Wu Kai; the non-executive Director is Mr. Lau Kam Shan; and the independent non-executive Directors are Mr. Kwok Shun Tim, Mr. Chan Po Kwong and Mr. Lam Yan Wing.

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