Du Du Holdings Limited — Proxy Solicitation & Information Statement 2009

Jul 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 (“ 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 SHARE CONSOLIDATION; PROPOSED REFRESHMENT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; RENEWAL OF THE 10% GENERAL LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME; AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A notice convening the extraordinary general meeting of the Company to be held at 9:00 a.m. on Wednesday, 5 August 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 29 to 34 of this circular.

The letter from the Independent Board Committee is set out on page 18 of this circular.

The letter from the Independent Financial Adviser is set out on pages 19 to 24 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.

20 July 2009

* For identification purpose only

CONTENTS

		Page
Characteristics of GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
**Letter from **	the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
**Letter from **	KGI Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
**Appendix – **	Explanatory statement for the Repurchase Mandate . . . . . . . . . . . . . .	25
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		29

– i –

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.

– 1 –

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
“AGM”	the annual general meeting of the Company held on
	31 October 2008
“Articles”	the articles of association of the Company as amended
	from time to time
“associates”	has the meaning ascribed thereto in the GEM Listing
	Rules
“Board”	the board of Directors
“Companies Law”	the Companies Law, Cap. 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands
“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
“Consolidated Share(s)”	ordinary share(s) of HK$0.01 each in the share capital
	of the Company after the Share Consolidation
	becoming effective
“CU Option”	the option granted to The Chinese University of Hong
	Kong Foundation Limited (as nominated by The
	Chinese University of Hong Kong) by the Company
	pursuant to an agreement signed by the Company on
	7 August 2002 and The Chinese University of Hong
	Kong on 8 August 2002 which is supplemented and
	varied by a supplemental agreement dated 31 October
	2003 made between the same parties and further
	supplemented and varied by a supplemental
	agreement dated 16 April 2004 made between the
	same parties

– 2 –

DEFINITIONS

• “Current Issue Mandate”

the general mandate approved and granted to the Directors at the AGM to allot, issue and deal with Shares

• “Current Repurchase Mandate” the general mandate approved and granted to the Directors at the AGM to repurchase Shares

• “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 Wednesday, 5 August 2009 for the Shareholders to consider and, if thought fit, approve the Share Consolidation, the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the proposed refreshment of the 10% General Limit

• “Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors at the EGM to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate

• “GEM” the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM

“Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China

• “Independent Board Committee” the independent board committee of the Board comprising all independent non-executive Directors, established for the purpose of advising the Independent Shareholders in relation to the proposed grant of the Issue Mandate

“Independent Financial KGI Capital Asia Limited, a licensed corporation to Adviser” or “KGI Capital” carry out business in Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the proposed grant of the Issue Mandate

– 3 –

DEFINITIONS

• “Independent Shareholders”

• “Issue Mandate”

• “Last Renewal Resolution”

• “Latest Practicable Date”

• “Referral Agreement”

• “Repurchase Mandate”

• “Share(s)”

• “Shareholder(s)”

• “Share Consolidation”

• “Share Option Scheme”

• Shareholders other than any controlling Shareholders or their associates or, where there are no controlling Shareholders, any Directors who shall hold Shares as at the date of the EGM and their respective associates

• a general and unconditional mandate proposed to be granted to the Directors at the EGM to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution

• the ordinary resolution passed at the extraordinary general meeting of the Company held on 1 November 2007 for the renewal of the 10% General Limit

• 16 July 2009, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• the agreement dated 6 November 2007 made between the Company and the agent named therein whereby such agent has agreed to introduce to the Company (i) companies in the People’s Republic of China that are engaged in manufacturing of Class 1 New Drugs and (ii) companies that distribute drugs in the People’s Republic of China

• a general and unconditional mandate proposed to be granted to the Directors at the EGM to enable them to repurchase the Shares of an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution

• ordinary share(s) of HK$0.001 in the share capital of the Company

• holder(s) of the Share(s)

• the proposed consolidated of every 10 Shares into one Consolidated Share

• the share option scheme of the Company adopted by the Company on 20 April 2004

– 4 –

DEFINITIONS

• “Share Subdivision”

the subdivision of every issued and unissued shares of the Company of HK$0.01 each into 10 Shares which became effective on 21 January 2008, details of which are set out in the circular of the Company dated 28 December 2007

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

“Top-up Subscription”

the subscription of 1,200,000,000 Shares pursuant to the top-up placing and top-up subscription agreement dated 29 April 2009 and entered into by the Company, Hong Kong Health Check and Laboratory Holdings Company Limited and Kingston Securities Limited, details of which are set out in the announcement of the Company dated 29 April 2009

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

– 5 –

EXPECTED TIMETABLE

Set out below is the expected timetable for the implementation of the Share Consolidation.

			2009
Latest time for lodging the form of proxy . . . . . . . .	. . . . . . . . . . .		9:00 a.m. on 3 August
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . .		9:00 a.m. on 5 August
Effective date of the Share Consolidation . . . . . . .	. . . . . . . . .	. .	4:30 p.m. on 5 August
Dealings in Consolidated Shares commence . . . . .	. . . . . . . . . . .		9:30 a.m. on 6 August
First date of free exchange of existing share certificates
for new share certificates for Consolidated Shares	. . . . . . . . . .		. . . . . . . . . . 6 August
Original counter for trading in Shares
in board lot size of 20,000 Shares temporarily closes . . . . . . . .			9:30 a.m. on 6 August
Temporary counter for trading in Consolidated Shares
in board lot size of 2,000 Consolidated Shares
(in the form of existing share certificates) opens	. . . . . . . . . . .		9:30 a.m. on 6 August
Original counter for trading in Consolidated Shares
in board lot size of 20,000 Consolidated Shares
(in the form of new share certificates) re-opens .	. . . . . . . . . .		9:30 a.m. on 20 August
Parallel trading in Consolidated Shares
in the form of new share certificates and
existing share certificates commences . . . . . . . . .	. . . . . . . . . .		9:30 a.m. on 20 August
First date for Kingston Securities Limited
to provide matching services for the
odd lots of Consolidated Shares . . . . . . . . . . . . .	. . . . . . . . . .		9:30 a.m. on 20 August
Temporary counter for trading in Consolidated Shares
in board lot size of 2,000 Consolidated Shares
(in the form of existing share certificates) closes .	. . . . . . . .	4:00 p.m. on 9 September
Parallel trading in Consolidated Shares
in the form of new share certificates
and existing share certificates ends . . . . . . . . . . .	. . . . . . . .	4:00 p.m. on 9 September
Last date for Kingston Securities Limited
to provide matching services for the odd lots of
Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . .	4:00 p.m. on 9 September
Last date of free exchange of existing share certificates
for new share certificates for Consolidated Shares	. . . . . . . .	. . . . . . . . . 14 September

– 6 –

EXPECTED TIMETABLE

Dates and times specified in the above timetable are Hong Kong dates and times.

The above timetable is indicative only and may be varied by the Company. Further announcement will be made by the Company on any consequential changes to the expected timetable as and when necessary and appropriate.

– 7 –

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. Wu Kai

Non-executive Directors: Mr. Lui Chi Wah, Johnny Mr. Lau Kam Shan

Independent non-executive Directors: Mr. Kwok Shun Tim Mr. Chan Po Kwong Mr. Lam Yan Wing

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 1A-C, Level 1 Hilton Plaza Commercial Centre 3-9 Shatin Centre Street Shatin, New Territories Hong Kong 20 July 2009

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION; PROPOSED REFRESHMENT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; AND RENEWAL OF THE 10% GENERAL LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME

INTRODUCTION

The purpose of this circular is to provide you with information regarding (i) the proposed Share Consolidation; (ii) the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and (iii) the proposed refreshment of the 10% General Limit and to give you the notice of the EGM.

An explanatory statement containing information necessary to enable the Shareholders to make an informed decision on the proposed resolution for the grant of the Repurchase Mandate as required by the GEM Listing Rules is set out in the Appendix to this circular.

• For identification purpose only

– 8 –

LETTER FROM THE BOARD

SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every 10 issued and unissued Shares of HK$0.001 each in the share capital of the Company will be consolidated into one Consolidated Share of HK$0.01 each. Fractional Consolidated Shares will be disregarded and not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of share certificates held by such holder.

Effects of the Share Consolidation

As at the date of this circular, the authorised share capital of the Company was HK$50,000,000 divided into 50,000,000,000 Shares, of which 9,261,744,630 Shares have been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective and on the basis that the Company does not allot or issue or repurchase any Shares prior thereto, the authorised share capital of the Company shall become HK$50,000,000 divided into 5,000,000,000 Consolidated Shares, of which 926,174,463 Consolidated Shares will be in issue.

The Consolidated Shares will rank pari passu in all respects with each other in accordance with the Company’s memorandum of association and the Articles. Other than the expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the interests or rights of the Shareholders, save for any fractional Consolidated Shares to which a Shareholder may be entitled.

At present, the board lot size for trading in the Shares is 20,000 Shares. After the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain as 20,000 Consolidated Shares.

Listing application

An application will be made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares to be in issue upon the Share Consolidation becoming effective and those Consolidated Shares which may fall to be issued (i) pursuant the exercise of the options to be granted under the share option scheme of the Company; (ii) pursuant to the exercise of the CU Option; and (iii) under the Referral Agreement.

None of the securities of the Company is listed or dealt in on any of the stock exchange other than the Stock Exchange and no such listing or permission to deal is being or proposed to be sought.

– 9 –

LETTER FROM THE BOARD

Conditions of the Share Consolidation

The Share Consolidation is conditional on:

• (i) the passing by the Shareholders of an ordinary resolution to approve the Share Consolidation at the EGM; and

• (ii) the Stock Exchange granting the listing of, and the permission to deal in, the Consolidated Shares in issue.

Reasons for the Share Consolidation

The Share Consolidation will increase the nominal value of the shares of the Company. It is expected that the Share Consolidation would bring about a corresponding upward adjustments in the trading price of the Consolidated Shares on the Stock Exchange and the Board believes that it may attract more investors and extend the shareholders base of the Company. The Board therefore believes that the Share Consolidation is in the interests of the Company and its Shareholders as a whole.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed Kingston Securities Limited as an agent to arrange for matching services regarding the sale and purchase of odd lots of Consolidated Shares from Thursday, 20 August 2009 to Wednesday, 9 September 2009 (both days inclusive). Holders of odd lots of Consolidated Shares who wish to take advantage of this trading facility should contact Ms. Rosita Kiu of Kingston Securities Limited at (852) 2298-6215 or at Suite 2801, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong during the period from Thursday, 20 August 2009 to Wednesday, 9 September 2009 (both days inclusive). Shareholders should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares will not be guaranteed. Any Shareholder, who is in doubt about the odd lot trading facility, is recommended to consult his/her/its own professional advisers.

Exchange of share certificates

Subject to the Share Consolidation becoming effective, which is expected to be at 4:30 p.m. on 5 August 2009, Shareholders may, on or after 6 August 2009 until 14 September 2009 (both days inclusive) submit share certificates for existing Shares (in PURPLE colour) to Computershare Hong Kong Investor Services Limited, the branch share registrar and transfer office of the Company in Hong Kong at Shops 1712 -1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, to exchange, at the expense of the Company, for share certificates of the Consolidated Shares (in PINK colour) on the basis of 10 existing Shares for one Consolidated Share, without any fractional Consolidated Share. Thereafter, certificates of existing Shares will remain effective as documents of title but will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) per certificate issued or cancelled, whichever number is higher, payable by Shareholders.

– 10 –

LETTER FROM THE BOARD

CU Option

The Share Consolidation will cause adjustments to be made to the exercise prices and/or the number of the shares issuable under the CU Option. The Company will inform the holder of the CU Option of the adjustments when the Share Consolidation becomes effective accordingly.

As at the Latest Practicable Date, save for the CU Option entitling the holder thereof to subscribe for up to 10,655,738 Shares, the Company had no other outstanding warrants, options or convertible securities.

Referral Agreement

Pursuant to the Referral Agreement, the Company has agreed, subject to the agent named therein performing his services required under the Referral Agreement within a period of three years from the date of the Referral Agreement, to allot and issue to such agent an aggregate of 300,000,000 shares of HK$0.01 each of the Company (such number was adjusted to 3,000,000,000 Shares upon completion of the share sub-division of the Company in January 2008). Details of the Referral Agreement were set out in the announcement of the Company dated 15 November 2007 and the circular of the Company dated 6 December 2007.

None of the Shares which may fall to be issued pursuant to the Referral Agreement has been allotted and issued up to the Latest Practicable Date. The Share Consolidation will cause adjustments to be made to the number of the Shares which may fall to be issued pursuant to the Referral Agreement. The Company will inform the agent named in the Referral Agreement of the adjustments when the Share Consolidation becomes effective accordingly.

PROPOSAL FOR GRANT OF THE ISSUE MANDATE, THE REPURCHASE MANDATE AND THE EXTENSION MANDATE

At the AGM, ordinary resolutions have been passed by the Shareholders to grant to the Directors:

• (1) the Current Issue Mandate, which enable the Directors to allot, issue and deal with Shares not exceeding 20% of aggregate nominal amount of the issued share capital of the Company at the date of the AGM (equivalent to 1,476,348,926 Shares); and

• (2) the Current Repurchase Mandate which enable the Director to repurchase Shares not exceeding 10% of the nominal value of the issued share capital of the Company at the date of the AGM (equivalent to 738,174,463 Shares).

The Current Issue Mandate and the Current Repurchase Mandate have not been refreshed since they were granted at the AGM.

– 11 –

LETTER FROM THE BOARD

On 29 April 2009, the Company announced that it had entered into the top-up placing and top-up subscription agreement. Pursuant to such agreement, the Company had allotted and issued a total of 1,200,000,000 Shares under the Current Issue Mandate. The net proceeds received by the Company from the Top-up Subscription amounted to approximately HK$29 million. As at the Latest Practicable Date, none of these proceeds had been utililised. These proceeds are intended to be used for general working capital and potential acquisitions of pharmaceutical companies, the target of which had not yet been identified as at the Latest Practicable Date.

The Current Issue Mandate granted to the Directors was almost fully utilised after the completion of the Top-up Subscription. If the Current Issue Mandate is not refreshed, the Directors would only be allowed to allot and issue up to 276,348,926 Shares, representing approximately 3.74% of the issued share capital of the Company at the date of the AGM.

In order to allow the flexibility to raise further capital to finance future investments and/or for future business development, the Company wishes to seek approval of Shareholders at the EGM to grant the Issue Mandate to the Directors. Based on the total number of issued Shares as at the date of this circular (i.e. 9,261,744,630 Shares) and assuming that the Company does not issue and repurchase any further Shares prior to the EGM, the Issue Mandate will allow the Directors to issue and allot up to 1,852,348,926 new Shares. Assuming the Share Consolidation becoming effective and that the Company does not issue and repurchase any further Shares on or prior to the EGM, the issued Consolidated Shares will become 926,174,463 Consolidated Shares and the Issue Mandate will allow the Directors to issue and allot up to 185,234,892 new Consolidated Shares. However, the Company does not have any immediate plans for any new issue of Consolidated Shares under the Issue Mandate at present.

The Company has not repurchased any Shares under the Current Repurchase Mandate since the date of the AGM. However, as the share base of the Company was increased after the Top-up Subscription, the Company would like to seek approval of the Shareholders at the EGM to grant the Repurchase Mandate and the Extension Mandate to the Directors. The Company does not have any immediate plans for repurchase of any Shares at present.

The Issue Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the end of the period within which the Company is required by the Companies Laws or the Articles to hold its next annual general meeting; and (c) when revoked or varied by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

The Independent Board Committee comprising Mr. Kwok Shun Tim, Mr. Chan Po Kwong, Mr. Lam Yan Wing, all being independent non-executive Directors has been established to advise the Independent Shareholders on the grant of the Issue Mandate. KGI Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the grant of the Issue Mandate.

– 12 –

LETTER FROM THE BOARD

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 704,106,660 Shares, being 10% of the Shares in issue (as adjusted by the Share Subdivision) 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 680,000,000 Shares had been granted under the Share Option Scheme. None of the options granted since the passing of the Last Renewal Resolution had been cancelled or lapsed. As at the Latest Practicable Date, all options granted since the passing of the Last Renewal Resolution had been exercised.

Apart from the Share Option Scheme , the Company does 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 24,106,660 Shares (or 2,410,666 Consolidated Shares upon the Share Consolidation becoming effective) can be issued pursuant to the grant of further options under the Share Option Scheme. If the 10% General Limit is “refreshed” and disregarding the effect of the Share Consolidation, on the basis of 9,261,744,630 Shares in issue as at the date of this circular 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 926,174,463 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 926,174,463 Shares.

– 13 –

LETTER FROM THE BOARD

Assuming the Share Consolidation becoming effective and the Company does not issue and repurchase any further Shares prior to the EGM, the issued Consolidated Shares will become 926,174,463 Consolidated Shares and the 10% General Limit will be re-set at 92,617,446 Consolidated 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 Consolidated 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.

On the basis of 9,261,744,630 Shares in issue as at the date of this circular, the 30% Overall Limit represents a total of 2,778,523,389 Shares. As at the Latest Practicable Date, the Company had no outstanding option granted under the Share Option Scheme. Accordingly, the 10% General Limit (if so refreshed) does not exceed the 30% Overall Limit as at the date of this circular.

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 of 10% General Limit 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 of the Company 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.

EGM

The EGM will be held at 9:00 a.m. on Wednesday, 5 August 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 29 to 34 of this circular.

– 14 –

LETTER FROM THE BOARD

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

• (1) the Share Consolidation;

• (2) the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and

• (3) the refreshment of the 10% General Limit.

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

According to Rule 17.42A(1) of the GEM Listing Rules, any controlling shareholders and their associates or, where there are no controlling shareholders, directors (excluding independent non-executive directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution to approve the grant of the Issue Mandate and such resolution shall be voted on by way of a poll.

As at the Latest Practicable Date, Mr. Lui Chi Wah, Johnny, a non-executive Director, was interested in 187,160,000 issued Shares and there was no controlling Shareholder. Save as disclosed above, no other Director or chief executive of the Company was interested in any issued Shares. On such basis, Mr. Lui Chi Wah, Johnny is required to abstain from voting in favour of the resolution in respect of the grant of the Issue Mandate 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 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.

RECOMMENDATION

The Directors are of the opinion that the proposed Share Consolidation, the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the proposed refreshment of the 10% General Limit are in the best interests of the Company and its Shareholders and recommend you to vote in favour of the resolutions relating to the proposed Share Consolidation, the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the proposed refreshment of the 10% General Limit at the EGM.

– 15 –

LETTER FROM THE BOARD

The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, considers that the granting of the Issue Mandate is fair and reasonable so far as the Independent Shareholders are concerned and accordingly recommends you to vote in favour of the relevant resolutions to be proposed at the EGM for approving the grant of the Issue Mandate.

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.

COMPETING INTERESTS

None of the Directors nor the controlling Shareholders (if any) of the Company or any of their respective associates had any interest in a business which competes or may compete with the business of the Group as at the Latest Practicable Date.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at Shop 1A–C, Level 1, Hilton Plaza Commercial Centre, 3-9 Shatin Centre Street, Shatin, New Territories, Hong Kong during normal business hours from 20 July 2009 up to and including the date of the EGM.

• (a) the Companies Laws;

• (b) the memorandum of association of the Company and the Articles; and

• (c) the annual reports of the Group for the two financial years ended 30 June 2008.

– 16 –

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is drawn to the letter of recommendation from the Independent Board Committee set out on page 18 of this circular and the letter of advice from the Independent Financial Adviser set out on pages 19 to 24 of this circular, which contains, among other matters, its advice to the Independent Board Committee in relation to the proposed grant of the Issue Mandate and the principal factors considered by it in arriving at its recommendation.

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

– 17 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

20 July 2009

To the Independent Shareholders

Dear Sir/Madam,

PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES

We have been appointed as the Independent Board Committee to advise the Independent Shareholders in connection with the granting of the Issue Mandate, details of which are set out in the circular of the Company to the Shareholders dated 20 July 2009 (“ Circular ”), of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

Having considered the advice of the Independent Financial Adviser in relation thereto as set out in the Circular, we are of the view that the granting of the Issue Mandate is in the interests of the Company and the Shareholders as a whole and the terms of the granting of the Issue Mandate are fair and reasonable so far as the Independent Shareholders are concerned.

Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the grant of the Issue Mandate.

Yours faithfully, Mr. Kwok Shun Tim Mr. Chan Po Kwong Mr. Lam Yan Wing Independent Independent Independent non-executive Director non-executive Director non-executive Director

• For identification purpose only

– 18 –

LETTER FROM KGI CAPITAL

Set out below is the text of the letter of advice from KGI Capital Asia Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the proposed refreshment of the Current Issue Mandate by the grant of the Issue Mandate for inclusion in this circular.

27/F, ICBC Tower Citibank Plaza 3 Garden Road Central, Hong Kong

Tel: 2878 6888 Fax: 2970 0080

20 July 2009

To the Independent Board Committee and the Independent Shareholders Core Healthcare Investment Holdings Limited Shop 1A-C, Level 1 Hilton Plaza Commercial Centre 3-9 Shatin Centre Street Shatin, New Territories Hong Kong

Dear Sirs,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed refreshment of general mandate to allot, issue and deal with the Shares by the grant of the Issue Mandate, particulars of which are set out in the “Letter from the Board” (the “Letter”) contained in the circular to the Shareholders dated 20 July 2009 (the “Circular”), of which this letter forms part. Unless the context requires otherwise, terms used in this letter shall have the same meanings as given to them under the section headed “Definitions” of the Circular.

According to Rule 17.42A(1) of the GEM Listing Rules, any controlling shareholders and their associates or, where there are no controlling shareholders, directors (excluding independent non-executive directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolution to approve the grant of the Issue Mandate and such resolution shall be voted on by way of a poll. As at the

– 19 –

LETTER FROM KGI CAPITAL

Latest Practicable Date, there was no controlling Shareholder and apart from Mr. Lui Chi Wah, Johnny, a non-executive Director, who was interested in 187,160,000 issued Shares, no other Directors or the chief executive of the Company was interested in any issued Shares. Accordingly, Mr. Lui Chi Wah, Johnny is required to abstain from voting in favour of the resolution in respect of the grant of the Issue Mandate at the EGM.

THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising all three independent non-executive Directors, namely Mr. Kwok Shun Tim, Mr. Chan Po Kwong and Mr. Lam Yan Wing, has been established to advise the Independent Shareholders as to whether the proposed refreshment of general mandate to allot, issue and deal with the Shares by the grant of the Issue Mandate to the Directors is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole.

We, KGI Capital Asia Limited, have been appointed to advise the Independent Board Committee and the Independent Shareholders as to whether or not the proposed grant of the Issue Mandate is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole.

BASIS OF OUR OPINION

In formulating our opinion and recommendation, we have relied on the information, financial information and facts supplied, and the opinions and representations expressed to us by the Company, its Directors and management of the Company. We have also assumed that all such information, financial information, facts, statements of belief, opinion and intention and representation made to us by the Directors or referred to in the Circular were reasonably made after due and careful enquiry and are based on honestly-held opinions. We have no reason to doubt the truth, accuracy and completeness of the information and representations referred to in the Circular and provided to us by the Company, its Directors and management of the Company. We have been advised by the Directors that no material facts have been omitted from the information provided to us and referred to in the Circular. We have also assumed that all statement of intention of the Company, its Directors and management of the Company as set out in the Circular will be implemented. We have assumed that all information and representations made or referred to in the Circular and provided to us by the Company, the Directors and the management of the Company, for which they were solely and wholly responsible, were true, complete and accurate at the time they were made and shall continue to be true, complete and accurate at the date of the EGM.

In formulating our opinion, we have obtained and reviewed relevant information and documents provided by the Company and the Directors and the management of the Company in connection with the proposed grant of the Issue Mandate and discussed with the management of the Company so as to assess the fairness and reasonableness of the proposed refreshment of general mandate to allot, issue and deal with the Shares by the grant of the Issue Mandate. Relevant information and documents included, among other things, the annual report of the Company for the year ended 30 June 2008, the interim

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LETTER FROM KGI CAPITAL

report of the Company for the six months ended 31 December 2008 and various announcements of the Company published on the website of the Stock Exchange. We believe that we have reviewed sufficient information to enable us to reach an informed view, to justify our reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our opinion regarding the proposed grant of the Issue Mandate. We have not, however, carried out any independent verification of the information and representations provided to us by the management of the Company and the Directors nor have we conducted any form of independent investigation into the businesses and affairs, financial position or the future prospects of the Company or its subsidiaries or associated companies.

Our opinion is necessarily based upon the financial, economic, market, regulatory and other conditions as they existed on, and the facts, information, representations and opinions made available to us as of, the Latest Practicable Date. Our opinion does not in any manner address the Company’s own decision to proceed with the refreshment of general mandate to allot, issue and deal with the Shares. We disclaim any undertaking or obligation to advise any person of any change in any fact or matter affecting the opinion expressed herein, which may come or be brought to our attention after the Latest Practicable Date. Except for its inclusion in the Circular, this letter is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purpose, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation to the Independent Board Committee and the Independent Shareholders in relation to the proposed grant of the Issue Mandate, we have taken the following principal factors and reasons into consideration:

Background of and reasons for the proposed grant of the Issue Mandate

At the AGM, the Directors were granted the Current Issue Mandate, which enabled the Directors to allot, issue and deal with the Shares not exceeding 20% of aggregate nominal amount of the issued share capital of the Company as at the date of the AGM (equivalent to 1,476,348,926 Shares).

On 29 April 2009, the Company announced that it had entered into a top-up placing and top-up subscription agreement. Pursuant to such agreement, the Company had allotted and issued a total of 1,200,000,000 Shares under the Current Issue Mandate. The net proceeds received by the Company from the Top-up Subscription amounted to approximately HK$29 million. As at the Latest Practicable Date, such net proceeds had not been utilised. The Directors intend to use such net proceeds for general working capital and potential acquisitions of pharmaceutical companies, the target of which had not yet been identified as at the Latest Practicable Date.

– 21 –

LETTER FROM KGI CAPITAL

The Current Issue Mandate granted to the Directors was almost fully utilised after the completion of the Top-up Subscription and has not been refreshed since then. If the Current Issue Mandate is not refreshed, the Directors would only be allowed to allot and issue up to 276,348,926 Shares, representing approximately 3.74% of the issued share capital of the Company as at the date of the AGM.

As at the Latest Practicable Date, the Company had an aggregate of 8,836,744,630 Shares in issue. In addition, the Directors confirmed that a total of share options granted under the Share Option Scheme were exercised on 14 July 2009 and 15 July 2009 respectively in respect of an aggregate of 425,000,000 Shares (the “Share Options Exercise”). Taking into account the 425,000,000 new Shares to be issued after the Latest Practicable Date pursuant to the Share Options Exercise and assuming that no Shares will be issued or repurchased by the Company on or before the EGM and subject to the passing of the ordinary resolution to approve the grant of the Issue Mandate, the Company would be allowed under the Issue Mandate to allot, issue and deal with up to 1,852,348,926 Shares, representing 20% of the issued share capital of the Company as at the Latest Practicable Date after taking into account the Share Options Exercise. Assuming the Share Consolidation becoming effective and that the Company does not issue or repurchase any further Shares on or prior to the EGM, the issued Consolidated Shares will become 926,174,463 Consolidated Shares and the Issue Mandate will allow the Directors to allot, issue and deal with up to 185,234,892 Consolidated Shares. As stated in the Letter, the Company does not have any immediate plans for any new issue of Consolidated Shares under the Issue Mandate at present.

Financial flexibility

As the Current Issue Mandate was almost fully utilised and it only allows the Directors to further allot, issue and deal with 276,348,926 Shares, representing only approximately 3.74% of the issued share capital as at the date of the AGM, the Directors are of the view that the Current Issue Mandate limits the flexibility to raise further capital to finance future investments and/or for future business development of the Group.

In addition, the Directors consider that if investment opportunities arise, investment decisions may have to be made within a short period of time and the Directors cannot ascertain whether the then internal resources of the Group are sufficient to satisfy the funding needs, or whether the Group can obtain bank financing in a short period of time at a cost acceptable to the Group.

We concur with the Directors’ view that the granting of the Issue Mandate could enhance the financing flexibility of the Group to raise fund, if and when required, for further development of the Group when investment opportunities arise in a timely manner.

Other financing alternatives

Other than raising fund by way of issuing equity capital, in appropriate circumstances, the Directors may also consider other financing methods, such as

– 22 –

LETTER FROM KGI CAPITAL

bank financing, debt financing or internal resources to fund its future business development, depending on the then funding cost, financial position of the Group and the prevailing market conditions. However, the use of bank financing and/or debt financing will inevitably create additional interest burden to the Group. The Directors consider that the Issue Mandate provides another alternative to the Directors to finance the Group’s future business development and allows the Directors to select the method which serves the best interests of the Company. We are of the view that it is a sensible consideration to make reference to the then financial position of the Group and the prevailing market conditions in order to decide on a financing method for the future development of the Group.

Potential dilution to shareholding of the Independent Shareholders

For illustration purpose only and disregarding the effect of the Share Consolidation, we set out below the shareholding structure of the Company (i) as at the Latest Practicable Date and taking into account the 425,000,000 new Shares to be issued after the Latest Practicable Date pursuant to the Share Options Exercise; and (ii) upon full utilisation of the Issue Mandate:

Mr. Lui Chi Wah, Johnny (a non-executive Director) Existing public Shareholders Possible placees of new Shares to be issued under the Issue Mandate Total	Number of issued Shares as at the Latest Practicable Date and taking into account the Share Options Exercise 187,160,000 9,074,584,630 – 9,261,744,630	% of shareholding 2.02% 97.98% – 100.00%	Number of issued Shares after the full utilisation of the Issue Mandate 187,160,000 9,074,584,630 1,852,348,926 11,114,093,556	% of shareholding 1.68% 81.65% 16.67%
				100.00%

Taking into account the 425,000,000 new Shares to be issued pursuant to the Share Options Exercise and assuming that (i) the grant of the Issue Mandate will be approved at the EGM; and (ii) no Shares will be repurchased and no additional new Shares will be issued during the period from the Latest Practicable Date to the date of the EGM (both dates inclusive), upon full utilisation of the Issue Mandate, 1,852,348,926 new Shares can be issued at maximum (disregarding the effect of the Share Consolidation), representing 20% of the entire issued share capital of the Company as at the Latest Practicable Date and taking into account the Share Options Exercise and approximately 16.67% of the issued share capital of the Company as enlarged by the issue of the new Shares under the Issue Mandate respectively.

– 23 –

LETTER FROM KGI CAPITAL

Independent Shareholders should note that taking into account the 425,000,000 new Shares to be issued pursuant to the Share Options Exercise and assuming no Shares are issued or repurchased during the period between the Latest Practicable Date and the date of the EGM, the aggregate shareholding of the existing public Shareholders as at the date of the EGM will decrease from approximately 97.98% to approximately 81.65% upon full utilisation of the Issue Mandate. Having considered that the Issue Mandate (i) will enhance the financing flexibility of the Group; and (ii) the shareholding of all Shareholders will be diluted to the same extent proportionally to their respective shareholdings upon any utilisation of the Issue Mandate, we are of the view that such potential maximum dilution to shareholding of the Independent Shareholders is acceptable.

RECOMMENDATION

Having considered the above principal factors and reasons, we consider that the proposed refreshment of the Current Issue Mandate by the grant of the Issue Mandate is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders and recommend the Independent Shareholders to vote in favour of the ordinary resolution to approve the Issue Mandate, which will be proposed at the EGM.

Yours faithfully, For and on behalf of

KGI Capital Asia Limited

Laurent Leung Jimmy Chan Director Senior Vice President

– 24 –

APPENDIX EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by the GEM Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. GEM Listing Rules relating to the repurchase of securities

The GEM Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the more important of which are summarised below. The Company is empowered by its memorandum of association and the Articles to repurchase its own securities.

(a) Shareholders’ approval

The GEM Listing Rules provide that all on-market securities repurchased by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval with reference to a specific transaction.

(b) Source of funds

Repurchase must be paid out of funds legally available for the purpose and in accordance with the Company’s memorandum of association and the Articles and the Companies Law. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Cayman Islands law, repurchases by a company may only be made out of profits of the company or out of the proceeds of a fresh issue of shares made for the purpose, or, if so authorised by its articles of association and subject to the provisions of the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the shares to be purchased must be provided for out of profits of the company or out of the company’s share premium account, or, if so authorised by its articles of association and subject to the provisions of the Companies Law, out of capital.

(c) Trading restrictions

Where the securities to be repurchased by a company are shares, such shares must be fully paid shares.

(d) Connected parties

No connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any securities to the Company nor has any such connected person undertaken not to sell any of the securities held by him/her/it to the Company in the event that the Repurchase Mandate is granted.

– 25 –

APPENDIX EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

2. Share capital

As at the date of this circular, the Company had 9,261,744,630 Shares in issue. Subject to the passing of the resolution for the grant of the Repurchase Mandate (resolution numbered 3 as set out in the notice convening the EGM contained in this circular), and on the basis of 9,261,744,630 Shares in issue and assuming that no Shares are issued or repurchased by the Company prior to the EGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 926,174,463 Shares.

Assuming the Share Consolidation becoming effective as at the date of passing the resolution to approve the grant of the Repurchase Mandate and assuming that the Company does not issue and repurchase any further Shares on or prior to the EGM, the issued Consolidated Shares will become 926,174,463 Consolidated Shares and the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 92,617,446 Consolidated Shares.

3. Reasons for the repurchase

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Share repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders.

4. Funding of repurchases

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and the Articles, the GEM Listing Rules and the applicable laws of the Cayman Islands.

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 30 June 2008, the date to which the latest audited accounts of the Company were made up. However, the Directors do not intend to make any repurchases to such an extent as would, in circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

5. Share prices

In each of the previous 12 months and up to the Latest Practicable Date, the highest and lowest prices at which the Shares have been traded on the Stock Exchange were as follows:

	Highest	Lowest
	HK$	HK$
July 2008	0.125	0.100
August 2008	0.119	0.073
September 2008	0.128	0.070
October 2008	0.113	0.060
November 2008	0.109	0.068
December 2008	0.091	0.065
January 2009	0.065	0.050
February 2009	0.066	0.051
March 2009	0.073	0.032
April 2009	0.045	0.018
May 2009	0.037	0.025
June 2009	0.039	0.024
July 2009 (up to the Latest Practicable Date)	0.028	0.020

6. Disclosure of interests and minimum public holding

None of the Directors or, to the best of their knowledge and belief, having made all reasonable enquiries, their associates, have any present intention to sell to the Company or its subsidiaries any of the shares of the Company if the Repurchase Mandate is approved at the EGM and is exercised.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make purchases of the securities pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules, applicable laws of the Cayman Islands and the regulations set out in the memorandum of association of the Company and the Articles.

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of the Hong Kong Code of Takeovers and Mergers (“ Takeovers Code ”). As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best of their knowledge and belief, having made all reasonable enquiries, the Directors are not aware of any consequence which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

– 27 –

APPENDIX EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

7. Share repurchase made by the Company

The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

– 28 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [39 x 36] intentionally omitted <==

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 (“ Company ”) will be held at 9:00 a.m. on Wednesday, 5 August 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 , conditional upon The Stock Exchange of Hong Kong Limited granting or agreeing to grant the listing of, and permission to deal in, the Consolidated Shares (as defined below) arising from the Share Consolidation (as defined below):

   • (a) with effect from 4:30 p.m. on the date of passing of this resolution by the shareholders of the Company, every ten (10) shares of HK$0.001 each in the share capital of the Company be consolidated (“ Share Consolidation ”) into one (1) share of HK$0.01 each (“ Consolidated Share ”); and

   • (b) the directors of the Company be and are hereby authorised generally to do all such acts, deeds and things and to sign and to affix the common seal in accordance with the requirement of the articles of association of the Company on all documents as they may, in their absolute discretion, deem necessary, desirable or appropriate to give effect and implement the Share Consolidation.”

2. “ THAT :

   • (a) the general mandate granted to the directors of the Company to allot, issue and deal with the unissued shares of the Company pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 31 October 2008 be and is hereby revoked (without prejudice to any valid exercise of such general mandate prior to the passing of this resolution);

3. For identification purpose only

– 29 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (b) subject to paragraph (d) below, pursuant to the Rules (“ GEM Listing Rules ”) Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”), the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with the unissued shares in the capital of the Company (each a “ Share ”) and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (c) the approval in paragraph (b) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers after the expiry of the Relevant Period;

• (d) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (b) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed the aggregate of:

• (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

• (bb) (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate nominal amount of any share capital of the Company purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution),

and the authority pursuant to paragraph (b) of this resolution shall be limited accordingly; and

– 30 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (e) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law of the Cayman Islands or any other applicable law of the Cayman Islands to be held; or

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution;

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the directors of the Company to holders of Shares whose names appear on the Company’s register of members on a fixed record date in proportion to their holdings of Shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

3. “ THAT :

• (a) the general mandate granted to the directors of the Company to purchase shares of the Company pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 31 October 2008 be and is hereby revoked (without prejudice to any valid exercise of such general mandate prior to the passing of this resolution);

• (b) the exercise by the directors of the Company during the Relevant Period (as defined below) of all powers of the Company to purchase shares in the capital of the Company (each a “ Share ”) on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock

– 31 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Exchange, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) (“ Companies Law ”) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (c) the aggregate nominal amount of Shares which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (b) above during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (b) of this resolution shall be limited accordingly;

• (d) for the purposes of this resolution, “ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law of the Cayman Islands or any other applicable law of the Cayman Islands to be held; or

  • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.”

• “ THAT conditional on the passing of resolutions numbered 2 and 3 above, the general mandate granted to the directors of the Company pursuant to resolution numbered 2 above be and is hereby extended by the addition to the aggregate nominal amount of the shares in the capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company purchased by the Company pursuant to or in accordance with the authority granted under resolution numbered 3 above.”

• “ 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:

• (a) approval be and is hereby granted for refreshing the 10 per cent. mandate under the Share Option Scheme (“ Refreshed Scheme

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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 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, 20 July 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 1A-C, Level 1 Hilton Plaza Commercial Centre 3-9 Shatin Centre Street Shatin, New Territories Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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.

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 hereof, the executive Directors are Dr. Hui Ka Wah, Ronnie, JP and Mr. Wu Kai; the non-executive Directors are Mr. Lui Chi Wah, Johnny and Mr. Lau Kam Shan; and the independent non-executive Directors are Mr. Kwok Shun Tim, Mr. Chan Po 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.hk 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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