Du Du Holdings Limited — Proxy Solicitation & Information Statement 2009

Oct 13, 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 (“ 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 RENEWAL OF THE 10% GENERAL LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME; RE-ELECTION OF DIRECTORS; AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of the Company to be held at 8:30 a.m. on Monday, 2 November 2009 at Shop 1A-C, Level 1, Hilton Plaza Commercial Centre, 3-9 Shatin Centre Street, Shatin, New Territories, Hong Kong is set out on pages 10 to 12 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 of the meeting to the office of the Company’s branch 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 www.hkgem.com for at least seven (7) days from the date of its posting and on the website of the Company at http://www.corehealth.com.hk.

* For identification purpose only

14 October 2009

CONTENTS

	Page
Characteristics of GEM ii
Definitions	1
Letter from the Board
1 Introduction	3
2 Share Option Scheme – Renewal of the 10% General Limit	4
3 Re-election of Directors 5
4 EGM 5
5 Recommendation	6
6 Responsibility statement 6
Appendix – Details of Directors offered themselves for re-election	7
Notice of Extraordinary General Meeting 10

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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 have the following meanings:

• “10% General Limit”

the limit imposed under the rules of the Share Option Scheme on the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company, being 10% of the Company’s issued share capital as at the date of adoption of the Share Option Scheme, which has been “refreshed” and may be further “refreshed” pursuant to the rules of the Share Option Scheme

• “Articles” the articles of association of the Company as amended from time to time

• “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

• “Director(s)” director(s) of the Company

• “EGM”

• the extraordinary general meeting of the Company convened to be held at 8:30 a.m. on Monday, 2 November 2009 for the Shareholders to consider and, if thought fit, approve the proposed re-election of Directors and the Proposed Refreshment

• “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

• “Last Renewal Resolution” the ordinary resolution passed at the extraordinary general meeting of the Company held on 5 August 2009 for the renewal of the 10% General Limit

• “Latest Practicable Date” 9 October 2009, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Proposed Refreshment” the proposed refreshment of the 10% General Limit under the Share Option Scheme at the EGM

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DEFINITIONS

“SFO” the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Share Option Scheme” the share option scheme adopted by the Company on 20 April 2004 “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” 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: Dr. Hui Ka Wah, Ronnie JP Mr. U Man Iong Mr. Li Wai Hung Mr. Wu Kai

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

Independent non-executive Directors:

Mr. Chan Yip Man, Norman Mr. Chan Po Kwong Mr. Hui Sin Kwong Mr. Lam Yan Wing

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

14 October 2009

• To the Shareholders, and for information only,

• the holders of options of the Company

Dear Sir or Madam,

PROPOSED RENEWAL OF THE 10% GENERAL LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME; AND PROPOSED RE-ELECTION OF DIRECTORS

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding (i) the Proposed Refreshment and (ii) the proposed re-election of Directors and to give you the notice of the EGM.

* For identification purpose only

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LETTER FROM THE BOARD

2. SHARE OPTION SCHEME – RENEWAL OF THE 10% GENERAL LIMIT

Under the rules of the Share Option Scheme:

• (1) the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company is subject to the 10% General Limit; and

• (2) the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company must not in aggregate exceed 30% of the Shares in issue from time to time (“ 30% Overall Limit ”).

The Company may seek approval from the Shareholders in general meeting for refreshing the 10% General Limit so that the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company shall be re-set at 10% of the Shares in issue as at the date of the approval of the limit as “refreshed”. In this connection, options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised) will not be counted for the purpose of calculating the 10% General Limit as “refreshed”.

The existing 10% General Limit is 92,617,446 Shares, being 10% of the Shares in issue as at the date of passing of the Last Renewal Resolution. Since the date of the passing of the Last Renewal Resolution and up to the Latest Practicable Date, options carrying the rights to subscribe for a total of 92,600,000 Shares (“ Outstanding Options ”) had been granted under the Share Option Scheme. As at the Latest Practicable Date, none of the options granted since the passing of the Last Renewal Resolution had been exercised, cancelled or lapsed.

Apart from (i) the Share Option Scheme; and (ii) the Outstanding Options, the Company did not have any other share option scheme or any outstanding options to subscribe for Shares granted under the Share Option Scheme or other share option scheme of the Company as at the Latest Practicable Date.

Unless the 10% General Limit is “refreshed”, only 17,446 Shares can be issued pursuant to the grant of further options under the Share Option Scheme. If the 10% General Limit is “refreshed”, on the basis of 926,174,463 Shares in issue as at the Latest Practicable Date and assuming that, prior to the EGM, no Shares are issued (whether upon exercise of options granted under the Share Option Scheme or otherwise) or repurchased by the Company, the 10% General Limit will be re-set at 92,617,446 Shares and the Company will be allowed to grant further options under the Share Option Scheme and other share option schemes carrying the rights to subscribe for a maximum of 92,617,446 Shares.

The Directors consider that it will be for the benefit of the Company and its Shareholders as a whole that eligible participants of the Share Option Scheme are granted rights to obtain equity holdings of the Company through the grant of options under the Share Option Scheme. This will motivate the eligible participants to contribute to the success of the Group. For these reasons, the Directors will propose the passing of an ordinary resolution at the EGM for “refreshing” the 10% General Limit.

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LETTER FROM THE BOARD

On the basis of 926,174,463 Shares in issue as at the Latest Practicable Date, the 30% Overall Limit represents a total of 277,852,338 Shares. Accordingly, the Outstanding Options, together with the 10% General Limit (if so refreshed) does not exceed the 30% Overall Limit as at the Latest Practicable Date.

The refreshment of the 10% General Limit is conditional upon:

• (a) the passing of an ordinary resolution by the Shareholders to approve the Proposed Refreshment at the EGM; and

• (b) the Stock Exchange granting the listing of, and permission to deal in, such number of Shares, representing 10% of the issued Shares as at the date of the EGM, which may fall to be allotted and issued pursuant to the exercise of the options to be granted under the 10% General Limit so refreshed.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, such number of Shares, representing 10% of the issued Shares as at the date of the EGM, which may fall to be allotted and issued pursuant to the exercise of the options to be granted under the 10% General Limit so refreshed.

3. RE-ELECTION OF DIRECTORS

According to Article 95 of the Articles, the office of each of Mr. U Man Iong, Mr. Li Wai Hung, Mr. Hui Sin Kwong and Mr. Chan Yip Man, Norman as Director will end at the EGM, and each of them, being eligible, will offer himself for re-election as Director at the EGM.

Particulars of each of Mr. U Man Iong, Mr. Li Wai Hung, Mr. Hui Sin Kwong and Mr. Chan Yip Man, Norman are set out in the Appendix to this circular.

4. EGM

At the EGM, ordinary resolutions will be proposed to the Shareholders to consider, and if thought fit, approve:

• (1) the proposed re-election of Directors; and

• (2) the Proposed Refreshment.

The EGM will be held at 8:30 a.m. on Monday, 2 November 2009 at Shop 1A-C, Level 1, Hilton Plaza Commercial Centre, 3-9 Shatin Centre Street, Shatin, New Territories, Hong Kong, the notice of which is set out on pages 10 to 12 of this circular, for the Shareholders to consider and, if thought fit, the proposed re-election of Directors and the Proposed Refreshment.

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

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LETTER FROM THE BOARD

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 of the EGM to the office of the Company’s branch 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.

5. RECOMMENDATION

The Directors are of the opinion that the Proposed Refreshment and the proposed re-election of Directors are in the best interests of the Company and its Shareholders and recommend you to vote in favour of all 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 Hui Ka Wah, Ronnie Chairman

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DETAILS OF DIRECTORS OFFERED THEMSELVES FOR RE-ELECTION

APPENDIX

PARTICULARS OF DIRECTORS

The biographical details of the Directors offered themselves for re-election at the EGM are set out below:

Mr. U Man Iong (“Mr. U”)

Mr. U, aged 44, was appointed as an executive Director. He has over 24 years of experience in sales of pharmaceutical or medical products and management of companies in these fields in China. Mr. U has been the President and General Manager of 北京奇源益德葯物研究所 (an unofficial English translation being Beijing Qiyuan Health Care Pharmaceutical Institute) since January 2003 and had been elected the director of 北京葯學會 (an unofficial English translation being Beijing Pharmic Association).

Mr. U had attended various training courses of law related subjects organised by the Beijing Industrial and Commercial Administrative Association. Mr. U has not held any directorship in other listed companies in the past three years.

Mr. U does not have any relationship with the other Directors, the senior management, the management shareholders, the substantial shareholders or the controlling shareholders of the Company.

There is no service contract between Mr. U and the Company. Mr. U 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. Mr. U is entitled to a monthly salary of HK$20,000 which is determined by the Board with reference to his duties and responsibilities.

As at the Latest Practicable Date, pursuant to Part XV of the SFO, Mr. U was deemed to have a long position over 300,000,000 Shares which may be allotted and issued to him pursuant to a referral agreement as disclosed in the circular of the Company dated 13 March 2008.

Mr. Li Wai Hung (“Mr. Li”)

Mr. Li, aged 47, was appointed as an executive Director. He has over 20 years of experience in sales related works and held senior positions in various companies. Mr. Li has not held any directorship in other listed companies in the past three years.

Mr. Li does not have any relationship with the other Directors, the senior management, the management shareholders, the substantial shareholders or the controlling shareholders of the Company. There is no service contract between Mr. Li and the Company. He 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. Mr. Li is entitled to a monthly salary of HK$8,000 which is determined by the Board with reference to his duties and responsibilities.

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DETAILS OF DIRECTORS OFFERED THEMSELVES FOR RE-ELECTION

APPENDIX

As at the Latest Practicable Date, Mr. Li did not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

Mr. Hui Sin Kwong (“Mr. Hui”)

Mr. Hui, aged 49, was appointed as an independent non-executive Director. Mr. Hui has almost 20 years of experience in the building and construction industry in Hong Kong. Mr. Hui has not held any directorship in other listed companies in the past three years.

Mr. Hui does not have any relationship with the other Directors, the senior management, the management shareholders, the substantial shareholders or the controlling shareholders of the Company.

Mr. Hui was appointed as a member of audit committee of the Company with effect from 30 September 2009.

Pursuant to the appointment letter between Mr. Hui and the Company dated 30 September 2009, the appointment of Mr. Hui is for a term of one year. He is subject to retirement by rotation and other related provisions as stipulated in the Articles. Mr. Hui is entitled to a director’s fee of HK$3,000 per month which is determined by the Board with reference to his duties and responsibilities.

As at the Latest Practicable Date, Mr. Hui did not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

Mr. Chan Yip Man, Norman (“Mr. Chan”)

Mr. Chan, aged 53, was appointed as an independent non-executive Director. He is a fellow member of the Association of Chartered Certified Accountants and a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants. Mr. Chan has extensive experience in accounting, auditing and financial management in a number of listed and unlisted companies. He is currently the sole proprietor of a firm of Certified Public Accountants and is an appointed member of the Shatin District Council. Mr. Chan has not held any directorship in other listed companies in the past three years.

Mr. Chan does not have any relationship with the other Directors, the senior management, the management shareholders, the substantial shareholders or the controlling shareholders of the Company.

Pursuant to the appointment letter between Mr. Chan and the Company dated 30 September 2009, the appointment of Mr. Chan is for a term of one year. He is subject to retirement by rotation and other related provisions as stipulated in the Articles. Mr. Chan is entitled to a director’s fee of HK$6,000 per month which is determined by the Board with reference to his duties and responsibilities.

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DETAILS OF DIRECTORS OFFERED THEMSELVES FOR RE-ELECTION

APPENDIX

Mr. Chan was also appointed as the chairman of the audit committee of the Company and a member of the remuneration committee of the Company with effect from 30 September 2009.

As at the Latest Practicable Date, Mr. Chan did not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information required to be disclosed pursuant to any of the requirements of the Rule 17.50(2) of the GEM Listing Rules or there is no other matter that needs to be brought to the attention of Shareholders in relation to the above proposed re-election.

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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 an extraordinary general meeting of Core Healthcare Investment Holdings Limited (“ Company ”) will be held at 8:30 a.m. on Monday, 2 November 2009 at Shop 1A-C, Level 1, Hilton Plaza Commercial Centre, 3-9 Shatin Centre Street, Shatin, New Territories, Hong Kong to consider and, if thought fit, pass the following resolutions, each as an ordinary resolution:

ORDINARY RESOLUTIONS

1. “ THAT Mr. U Man Iong be re-elected as a director of the Company.”

2. “ THAT Mr. Li Wai Hung be re-elected as a director of the Company.”

3. “ THAT Mr. Hui Sin Kwong be re-elected as a director of the Company.”

4. “ THAT Mr. Chan Yip Man, Norman be re-elected as a director of the Company.”

5. “ THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) granting the listing of, and permission to deal in, such number of shares of the Company which may fall to be allotted and issued pursuant to the exercise of the options which may be granted under the share option scheme adopted by the Company on 20 April 2004 (“ Share Option Scheme ”), representing 10 per cent. of the issued share capital of the Company as at the day on which this resolution is passed, pursuant to the rules of the Share Option Scheme:

6. (a) approval be and is hereby granted for refreshing the 10 per cent. mandate under the Share Option Scheme (“ Refreshed Scheme Mandate ”) provided that the total number of shares of the Company which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company under the limit as refreshed hereby shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the day on which this resolution is passed (options previously granted under the Share Option Scheme and any other share option schemes of

* For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) shall not be counted for the purpose of calculating the Refreshed Scheme Mandate); and

• (b) the directors of the Company or a duly authorised committee thereof be and are hereby authorised: (i) at their absolute discretion, to grant options to subscribe for shares of the Company within the Refreshed Scheme Mandate in accordance with the rules of the Share Option Scheme, and (ii) to allot, issue and deal with Shares pursuant to the exercise of options granted under the Share Option Scheme within the Refreshed Scheme Mandate.”

By order of the Board Core Healthcare Investment Holdings Limited Hui Ka Wah, Ronnie Chairman

Hong Kong, 14 October 2009

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

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 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 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 for holding the meeting or adjourned meeting. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the extraordinary general meeting or any adjournment thereof, should he so wish.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (3) Completion and return of an instrument appointing a proxy should 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 required under the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, all resolutions will be decided by way of a poll.

As at the date of this notice, the executive Directors are Dr. Hui Ka Wah, Ronnie, JP, Mr. U Man Iong, Mr. Li Wai Hung and Mr. Wu Kai; and the independent non-executive Directors are Mr. Chan Yip Man, Norman, Mr. Chan Po Kwong, Mr. Hui Sin Kwong and Mr. Lam Yan Wing.

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 its publication and on the website of the Company at http://www.corehealth.com.hk.

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