Du Du Holdings Limited — Proxy Solicitation & Information Statement 2009

Dec 17, 2009

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 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 accompanying form of proxy to the purchaser, the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for 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.

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CORE HEALTHCARE INVESTMENT HOLDINGS LIMITED 確思醫藥投資控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8250)

PROPOSED CHANGE OF COMPANY NAME AND RE-ELECTION OF DIRECTORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at 9:00 a.m. on Monday, 11 January 2010 at Chairman Room II, Level 2, Royal Park Hotel, 8 Pak Hok Ting Street, Shatin, New Territories, Hong Kong is set out on pages 8 to 9 of this circular.

Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof to the office of the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting in person should you so wish.

This circular will remain on the “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for at least 7 days from the date of publication and on the website of the Company at http://www.corehealth.com.hk.

18 December 2009

• For identification purpose only

CONTENTS

		Page
Characteristics of GEM 1
Definitions		2
Letter from the Board
1	Introduction	3
2	Proposed Change of Company Name 4
3	Re-election of Directors 5
4	EGM 6
5	Recommendation	7
6	Responsibility statement 7
Notice of Extraordinary General Meeting 8

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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. 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.

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DEFINITIONS

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

“Board” the board of Directors “Change of Company Name” the proposed change of the name of the Company from “Core Healthcare Investment Holdings Limited” to “China Natural Investment Company Limited 中國天然投資有限公司” “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 “Director(s)” director(s) of the Company “EGM” the extraordinary general meeting of the Company convened to be held at 9:00 a.m. on Monday, 11 January 2010 for the Shareholders to consider and, if thought fit, approve the Change of Company Name and the proposed re-election of Directors “GEM” the Growth Enterprise Market of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Latest Practicable Date” 14 December 2009, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong

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LETTER FROM THE BOARD

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CORE HEALTHCARE INVESTMENT HOLDINGS LIMITED 確思醫藥投資控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8250)

Executive Directors:

Mr. U Man Iong Mr. Wu Kai Mr. Li Wai Hung Mr. Chow Kai Wah, Gary

Independent non-executive Directors: Mr. Chan Yip Man, Norman Mr. Hui Sin Kwong Mr. Leung Chi Kin

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

Head office and principal place of business in Hong Kong: Shop No. 1A-C, Level 1 Hilton Plaza Commercial Centre No.3-9 Shatin Centre Street Shatin, New Territories Hong Kong

18 December 2009

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND RE-ELECTION OF DIRECTORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the Change of Company Name and the proposed re-election of Directors, and to give you a notice of the EGM.

• For identification purpose only

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LETTER FROM THE BOARD

2. PROPOSED CHANGE OF COMPANY NAME

As disclosed in the announcement of the Company dated 11 November 2009, the Board proposes to change the name of the Company from “Core Healthcare Investment Holdings Limited” to “China Natural Investment Company Limited 中國天然投資有限公司”, and the existing Chinese name of the Company “確思醫藥投資控股有限公司” (which was adopted for identification purpose only) will no longer be used.

Reasons for the Change of Company Name

The Board considers that the Change of Company Name could better reflect the diversification of the business development of the Company and its subsidiaries and provide the Company with a new corporate identity and image which is in the interests of the Shareholders and the Company as a whole.

Conditions of the Change of Company Name

The Change of Company Name is subject to, among other things, the following:–

• (i) the passing of a special resolution by the Shareholders to approve the Change of Company Name at the EGM; and

• (ii) the approval by the Registrar of Companies in the Cayman Islands.

The effective date of the Change of Company Name will be the date on which the special resolution to approve the Change of Company Name is passed (subject only to the new name of the Company being entered by the Registrar of Companies in the Cayman Islands on the register of companies in place of its existing name). The Company will carry out the necessary filing procedures with the Registrar of Companies in the Cayman Islands and Hong Kong.

Effects of the Change of Company Name

The Change of Company Name will not affect any of the rights of the Shareholders. Upon the Change of Company Name becoming effective, all existing share certificates in issue bearing the former name of the Company, namely Plasmagene Biosciences Limited, or the existing name of the Company, will continue to be evidence of title of the Shares. Currently, only share certificates in issue bearing the existing name of the Company (in pink colour and issued after completion of the share consolidation of the Company, the details of which are set out in the circular of the Company dated 20 July 2009) are valid for trading, settlement and registration purposes which will continue to be valid for trading, settlement and registration purposes upon the Change of Company Name becoming effective. Accordingly, there will not be any arrangement for free exchange of existing share certificates for new share certificates bearing the new name of the Company. Once the Change of Company Name becomes effective, any issue of share certificates will be under the new name of the Company.

Further announcement(s) will be made by the Company as and when appropriate to inform the Shareholders of the effective date of the Change of Company Name and the new stock short name of the Shares.

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LETTER FROM THE BOARD

3. RE-ELECTION OF DIRECTORS

According to article 95 of the articles of association of the Company, Mr. Chow Kai Wah, Gary (“ Mr. Chow ”), appointed as an executive Director on 11 November 2009, and Mr. Leung Chi Kin (“ Mr. Leung ”), appointed as an independent non-executive Director on 27 November 2009, shall hold office only until the EGM, and being eligible, offer themselves for re-election at the EGM.

Biographical details of Mr. Chow and Mr. Leung are set out below.

Mr. Chow

Mr. Chow, aged 54, has been an executive Director since 11 November 2009. He graduated from The University of Hong Kong with a bachelor degree in Social Sciences majoring in economics, accounting and business studies. Since graduation, Mr. Chow has been holding various senior executive positions in a number of multi-national corporations and has been involved in the sales and marketing of a wide range of consumer products across Asia. In the past 20 years, Mr. Chow has been assuming an entrepreneur’s role by running his own companies encompassing different businesses from trading, distribution, marketing, management consultancy and investment.

Mr. Chow was also a member of the remuneration committee, the compliance officer, an authorized representative of the Company for the purpose of the GEM Listing Rules and an agent of the Company to accept service of process for and on behalf of the Company for the purpose of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). Mr. Chow is also a director of certain subsidiaries of the Company.

Save as disclosed above, Mr. Chow has not held any other positions with the Company or any of its subsidiaries, and he did not hold any directorships in other listed companies in the last three years. Save as disclosed above, Mr. Chow has no other major appointments and professional qualifications.

There is no service contract entered into between Mr. Chow and the Company. Mr. Chow has no fixed term of service with the Company but he is subject to retirement by rotation and other related provisions as stipulated in the articles of association of the Company. Mr. Chow is entitled to a monthly salary of HK$30,000 which is determined by the Board with reference to his duties and responsibilities.

As at the Latest Practicable Date, Mr. Chow was interested in 90,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Mr. Chow does not have any relationship with the other Directors, the senior management of the Company, the management or substantial or controlling Shareholders.

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LETTER FROM THE BOARD

Mr. Leung

Mr. Leung, aged 59, is currently an elected district council member of Shatin. He is devoted to community welfare work and has been the committee member or chairman of various social groups. Mr. Leung was also awarded a Medal of Honour by the Hong Kong Special Administrative Region. He was an independent non-executive director of RBI Holdings Limited (stock code: 566) during the period from 1 May 2008 to 25 November 2009.

Save as disclosed above, Mr. Leung has not held any directorships in other public listed companies and other major appointment and qualifications in the last three years. Other than the directorship in the Company, Mr. Leung does not hold other positions with the Company or other members of the Company, nor does he have any relationship with the other Directors, the senior management of the Company, the management or substantial or controlling Shareholders. He also does not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Pursuant to the appointment letter between Mr. Leung and the Company dated 27 November 2009, the appointment of Mr. Leung is for an initial term of one year but he is subject to retirement by rotation and other related provisions as stipulated in the articles of association of the Company. He is entitled to a director’s fee of HK$5,000 per month which is determined by the Board with reference to his duties and responsibilities.

Save as disclosed above, there is no other matter concerning the re-election of Mr. Chow and Mr. Leung as Directors that needs to be brought to the attention of the Shareholders and there is no other information that is required to be disclosed pursuant to any of the requirements set out in Rule 17.50(2) of the GEM Listing Rules.

4. EGM

The EGM will be held at 9:00 a.m. on Monday, 11 January 2010 at Chairman Room II, Level 2, Royal Park Hotel, 8 Pak Hok Ting Street, Shatin, New Territories, Hong Kong, the notice of which is set out on pages 8 to 9 of this circular, for the Shareholders to consider and, if thought fit, approve the Change of Company Name and the proposed re-election of Directors.

In compliance with the GEM Listing Rules, all the resolutions will be voted on by way of poll at the EGM.

You will find enclosed a form of proxy for use at the EGM. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof to the office of the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM in person should you so wish.

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LETTER FROM THE BOARD

5. RECOMMENDATION

The Directors are of the opinion that the Change of Company Name and the proposed re-election of Directors are in the interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of all the resolutions proposed at the EGM.

6. RESPONSIBILITY STATEMENT

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 Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) 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.

By Order of the Board Core Healthcare Investment Holdings Limited Chow Kai Wah, Gary Executive Director

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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CORE HEALTHCARE INVESTMENT HOLDINGS LIMITED 確思醫藥投資控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8250)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Core Healthcare Investment Holdings Limited (the “ Company ”) will be held at 9:00 a.m. on Monday, 11 January 2010 at Chairman Room II, Level 2, Royal Park Hotel, 8 Pak Hok Ting Street, Shatin, New Territories, Hong Kong to consider and, if thought fit, pass the following resolutions of the Company:

SPECIAL RESOLUTION

1. “ THAT subject to and conditional upon approval of the Registrar of Companies in the Cayman Islands, the name of the Company be changed from “Core Healthcare Investment Holdings Limited” to “China Natural Investment Company Limited 中國天然投資有限公 司” and the existing Chinese name of the Company “確思醫藥投資控股有限公司” (which was adopted for identification purpose only) will no longer be used and that the directors of the Company be and are hereby authorized to do all such acts and things and execute all documents that they consider necessary, desirable or expedient to effect the change of company name and attend to any necessary registration in Hong Kong for and on behalf of the Company.”

ORDINARY RESOLUTIONS

1. “ THAT Mr. Chow Kai Wah, Gary be re-elected as an executive director of the Company.”

2. “ THAT Mr. Leung Chi Kin be re-elected as an independent non-executive director of the Company.”

By Order of the Board

Core Healthcare Investment Holdings Limited Chow Kai Wah, Gary Executive Director

Hong Kong, 18 December 2009

• For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered office: Head office and principal place Ugland House of business in Hong Kong: PO Box 309GT Shop No. 1A-C, Level 1 South Church Street Hilton Plaza Commercial Centre Grand Cayman No.3-9 Shatin Centre Street Cayman Islands Shatin, New Territories Hong Kong

Notes:

• (1) A member of the Company entitled to attend and vote at the extraordinary general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his/her behalf. A proxy need not be a member of the Company but must be present in person at the extraordinary general meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (2) In order 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 notarially certified copy of that power or authority, at the office of the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a member of the Company from attending in person and voting at the extraordinary general meeting or any adjournment thereof, should he/she so wish.

• (3) Completion and return of an instrument appointing a proxy should not preclude a member 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 required under the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, all the resolutions will be voted on by way of poll.

As at the date of this notice, the executive directors of the Company are Mr. U Man Iong, Mr. Wu Kai, Mr. Li Wai Hung and Mr. Chow Kai Wah, Gary; and the independent non-executive directors of the Company are Mr. Chan Yip Man, Norman, Mr. Hui Sin Kwong and Mr. Leung Chi Kin.

This notice will remain on the “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for at least 7 days from the date of publication and on the website of the Company at http://www.corehealth.com.hk.

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