Du Du Holdings Limited — Proxy Solicitation & Information Statement 2009

Feb 26, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) 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.

This circular, for which the directors of the Company (“ Directors ”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange 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.

==> picture [44 x 40] 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)

PROPOSED MODIFICATIONS TO CONDITIONS OF CONVERTIBLE BONDS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and Independent Shareholders

==> picture [92 x 44] intentionally omitted <==

A notice convening the extraordinary general meeting of the Company (“ EGM ”) to be held at Shop No. 1A-C, Level 1, Hilton Plaza Commercial Centre, No.3-9 Shatin Centre Street, Shatin, New Territories, Hong Kong on Monday, 16 March 2009 at 9:00 a.m. is set out on pages 15 to 16 of this circular.

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

This circular will remain on the “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.

27 February 2009

* For identification purpose only

CONTENTS

	Pages
Characteristics of GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2. Proposed CB Modifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3. EGM and action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4. Directors’ view and recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
5. General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Letter of the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– 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 and no assurance is given that there will be a liquid market in the securities traded on GEM.

– ii –

DEFINITIONS

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

“associates”	has the meaning ascribed thereto in the GEM Listing
	Rules
“Board”	the board of Directors
“Bondholder(s)”	holder(s) of the CB
“business day”	any day on which the Stock Exchange is open for
	trading in securities
“CB”	the 1% convertible bonds with an aggregate principal
	amount of HK$150 million created and issued by the
	Company on 31 January 2008
“Class 1 New Drugs”	as defined in the announcement dated 15 November
	2007 made jointly by HK Health Check, Town Health
	and the Company
“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
“Co-operation Agreement”	as defined in the announcement of the Company
	dated 21 February 2008
“Director(s)”	director(s) of the Company
“EGM”	the extraordinary general meeting of the Company
	convened to be held on Monday, 16 March 2009 to
	consider and, if thought fit, approve the Proposed CB
	Modifications
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Group”	the Company and its subsidiaries

– 1 –

DEFINITIONS

“HK Health Check”

Hong Kong Health Check and Laboratory Holdings Company Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange (stock code: 397)

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent Board the independent board committee of the Board Committee” formed to advise the Independent Shareholders regarding the Proposed CB Modifications

• “Independent Financial Celestial Capital Limited, a licensed corporation to Adviser” carry out business in Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Proposed CB Modifications

• “Independent Shareholder(s)” Shareholder(s) other than Town Health, HK Health Check and their respective associates

• “Latest Practicable Date” 24 February 2009, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “PRC”

• the People’s Republic of China, which for the purpose of this circular excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “PRC Drugs Distribution Networks”

• as defined in the announcement dated 15 November 2007 made jointly by HK Health Check, Town Health and the Company

• “Proposed CB Modifications”

• the proposed modifications to the conditions of the CB as summarised in the paragraph headed “Proposed CB Modifications” in the section headed “Letter from the Board” of this circular

• “Share(s)”

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

• “Shareholder(s)” holder(s) of Shares

– 2 –

DEFINITIONS

• “Stock Exchange” “Town Health”

The Stock Exchange of Hong Kong Limited Town Health International Holdings Company Limited, a company incorporated in the Cayman Islands with limited liability and the issue shares of which are listed on the Main Board of the Stock Exchange (stock code: 3886)

“HK$” Hong Kong dollars “RMB” Renminbi, the lawful currency of the PRC “%” per cent.

– 3 –

LETTER FROM THE BOARD

==> picture [44 x 40] 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)

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 No. 1A–C, Level 1 Hilton Plaza Commercial Centre No. 3–9 Shatin Centre Street Shatin, New Territories Hong Kong

27 February 2009

To the Shareholders, and for information only, the holders of options of the Company

Dear Sir or Madam

PROPOSED MODIFICATIONS TO CONDITIONS OF CONVERTIBLE BONDS

1. INTRODUCTION

The Company announced on 18 February 2009 that it has proposed the Proposed CB Modifications to the Bondholders who have unanimously agreed to such proposal and it has executed a supplemental deed to record the Proposed CB Modifications.

The purpose of this circular is to provide you with information regarding the Proposed CB Modifications and to give you the notice of EGM.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

2. PROPOSED CB MODIFICATIONS

Background of and reasons for the Proposed CB Modifications

Reference is made to the Company’s announcement dated 15 November 2007 made jointly with HK Health Check and Town Health regarding, among other matters, the proposed issue of the CB. A summary of the principal terms of the CB are set out in such announcement. The CB, being 1% convertible bonds due in 2012 and in the aggregate amount of HK$150 million, were created and issued by the Company on 31 January 2008. As at the Latest Practicable Date, all the CB remained outstanding.

As stated in the same announcement, the net proceeds from the issue of the CB of approximately HK$148 million were intended to be used for the Group’s acquisition of Class 1 New Drugs in the PRC and/or investment in PRC Drugs Distribution Networks businesses.

Reference is also made to the Company’s announcement dated 7 November 2008, in which the Company announced that the parties to the Co-operation Agreement had terminated the Co-operation Agreement due to the fact that the necessary approval for the proposed co-operation arrangement contemplated under the Co-operation Agreement had not been obtained. The capital commitment of the Group under the Co-operation Agreement was RMB200 million (equivalent to approximately HK$217.4 million at the then exchange rate). As a result of the termination of the Co-operation Agreement, the Group does not have any immediate need for the capital raised from the issue of the CB. Accordingly, the Company has proposed to the Bondholders that the conditions of the CB shall be modified to allow early redemption of the CB.

Summary of Proposed CB Modifications

As the original terms of the CB do not allow early redemption, the Company has proposed to the Bondholders that the conditions of the CB shall be modified to allow early redemption of the CB.

Pursuant to the conditions of the CB, modifications to the CB may be effected only if it shall first have been sanctioned by a resolution passed by not less than 50% of the Bondholders attending and voting at a meeting of the Bondholders duly convened. By way of a resolution in writing signed by all the Bondholders on 18 February 2009, the Bondholders have approved the Proposed CB Modifications. Having obtained the approval of the Bondholders of the Proposed CB Modifications, the Company executed the supplemental deed on 18 February 2009 to record the Proposed CB Modifications.

– 5 –

LETTER FROM THE BOARD

The Proposed CB Modifications involve:

• (a) the removal of the restriction against early redemption; and

• (b) the inclusion of a mechanism to allow either the Company or a Bondholder to give the other not less than 10 business days’ notice to request for a redemption of the whole or part of the outstanding CB at a redemption amount equal to 100% of the principal amount of the outstanding CB to be redeemed together with interest accrued.

The Proposed CB Modifications are subject to (a) the approval by the Stock Exchange; and (b) the passing of an ordinary resolution to approve such modifications by the Independent Shareholders.

Approval by the Stock Exchange

As at the Latest Practicable Date, the Stock Exchange had granted approval on the Proposed CB Modifications.

Bondholders

As at the Latest Practicable Date, the outstanding CB were held as to HK$10 million by Spring Biotech Limited, HK$10 million by Classictime Investments Limited and as to the remaining HK$130 million by Precious Success Group Limited. Spring Biotech Limited is a wholly-owned subsidiary of Town Health, Classictime Investments Limited is a wholly-owned subsidiary of HK Health Check while Precious Success Group Limited is a jointly-controlled entity owned by Spring Biotech Limited and Classictime Investments Limited in equal shares.

3. EGM AND ACTION TO BE TAKEN

An ordinary resolution will be proposed at the EGM to seek the approval of the Independent Shareholders for the Proposed CB Modifications. In accordance with the GEM Listing Rules, Town Health, HK Health Check (each being a controller of the Bondholders) and their respective associates will abstain from voting on the resolution to approve the Proposed CB Modifications.

As required under the GEM Listing Rules, the resolution to approve the Proposed CB Modifications will be decided by way of a poll.

The notice of EGM is set out on pages 15 to 16 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

Whether or not you are able to attend the EGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and, in any event not later than 48 hours before the time for the EGM or any adjournment thereof to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 1712–1716, 17th

– 6 –

LETTER FROM THE BOARD

Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish.

4. DIRECTORS’ VIEW AND RECOMMENDATION

In view of the fact that (a) the gearing position of the Group may be relieved after the redemption of the outstanding principal amount of the CB; and (b) the shareholding interests of the Shareholders in the Company would not be diluted if the CB are redeemed before their conversion, the Directors consider that the Proposed CB Modifications are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

In addition, the unaudited value of the CB as at 31 December 2008 as disclosed in the unaudited interim report of the Group for the six months ended 31 December 2008 was approximately HK$303 million. Based solely on such information, should the CB be redeemed at the principal amount of HK$150 million, the net asset position of the Group will be increased by approximately HK$153 million (subject to audit). Shareholders should note, however, that such calculation is for illustrative purpose only.

Taking into account of the above principal reasons, the Directors recommend that all Independent Shareholders should vote in favour of the resolution to be proposed at the EGM.

5. GENERAL INFORMATION

The Group is principally engaged in the provision of diagnostic testing and healthcare services and related research and development, advertising and public relationship services, investment holding and sale of health food and pharmaceutical products.

Yours faithfully,

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

– 7 –

LETTER OF THE INDEPENDENT BOARD COMMITTEE

The following is a full text of the letter from the Independent Board Committee prepared for the purpose of inclusion in this circular:

==> picture [44 x 40] 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)

To the Independent Shareholders

27 February 2009

Dear Sir or Madam

PROPOSED MODIFICATIONS TO CONDITIONS OF CONVERTIBLE BONDS

We have been appointed as the Independent Board Committee to advise the Independent Shareholders in connection with the Proposed CB Modifications, details of which are set out in the circular of the Company to the Shareholders dated 27 February 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 Proposed CB Modifications are in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Proposed CB Modifications.

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

– 8 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is a full text of the letter from the Independent Financial Adviser prepared for the purpose of inclusion in this circular:

==> picture [92 x 43] intentionally omitted <==

Celestial Capital Limited

21/F., Low Block, Grand Millennium Plaza 181 Queen’s Road Central Hong Kong

27 February 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 MODIFICATIONS TO CONDITIONS OF CONVERTIBLE BONDS

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Proposed CB Modifications, details of which are set out in the letter from the Board (“ Letter from the Board ”) on pages 4 to 7 of the circular of the Company to the Shareholders dated 27 February 2009 (“the Circular”), of which this letter forms part. Capitalized terms used in this letter shall have the same meanings as those defined in the Circular unless the context otherwise requires.

References are made to the announcements of the Company (i) dated 15 November 2007 made jointly with HK Health Check and Town Health regarding, among other matters, the issue of the CB; (ii) dated 21 February 2008 regarding, among other matters, the intended application of part of the proceeds from the issue of the CB to finance the Company’s injection into a joint venture to be formed by the Company and a third party pursuant to the terms of the Co-operation Agreement; (iii) dated 7 November 2008 in relation to the termination of the Co-operation Agreement; and (iv) dated 18 February 2009 relating to the Proposed CB Modifications to allow early redemption of the CB.

As the Proposed CB Modifications are subject to, inter alia, the passing of an ordinary resolution to approve such modifications by the Independent Shareholders, the Independent Board Committee, comprising all of the 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 the fairness and reasonableness of the terms of the Proposed CB Modifications and as to whether the Proposed CB Modifications are in the interests of the Company and the Shareholders as a whole. In this regard, we have been appointed as the independent financial adviser to the Independent Board Committee and the Independent Shareholders on Proposed CB Modifications.

– 9 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

In formulating our opinion in relation to the Proposed CB Modifications, we have relied on the information, facts and representations provided by, and the opinions expressed by the Directors and the management of the Company and its subsidiaries. We have also relied on the information, facts and representations contained or referred to in the Circular, including but not limited to the Letter from the Board, and have assumed that all information, facts, opinions and representations made or referred to in the Circular were true, accurate and complete at the time they were made and continue to be true and accurate on the date of the Circular. We have also assumed that all statements of beliefs, and opinions made by the Directors in the Circular were reasonably made after due enquiry and the expectations and intentions made by the Directors and the management of the Company and its subsidiaries will be met or carried out as the case may be. We consider that we have reviewed sufficient information on which to form a reasonable basis for our opinion and have no reason to doubt the truth, accuracy and completeness of the information, facts and representations provided to us by the Directors as well as the management of the Company and its subsidiaries. The Directors have confirmed to us that no material facts have been omitted from the information supplied and opinions expressed. We have no reason to doubt that any relevant material facts have been withheld or omitted from the information provided and referred to in the Circular or the reasonableness of the opinions and representations provided to us by the Directors and the management of the Company and its subsidiaries.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular, the omission of which would make any statement in the Circular misleading.

We have relied on such information and opinions and have not, however, carried out any independent verification of the information provided by the Company or the Directors as well as the management of the Company or its subsidiaries, nor have we conducted any independent investigation into the business and affairs of the Group or its future prospects.

This letter is issued for the information of the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the Proposed CB Modifications. 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 purposes, without our prior written consent.

– 10 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion regarding the Proposed CB Modifications, we have considered the following principal factors and reasons:

1. Summary of and reasons for the Proposed CB Modifications

As stated in the joint announcement of the Company, HK Health Check and Town Health dated 15 November 2007 regarding, among other matters, the proposed issue of the CB by the Company, the net proceeds from the issue of the CB of approximately HK$148 million were intended to be used for the Group’s acquisition of Class 1 New Drugs in the PRC and/or investment in PRC Drugs Distribution Networks business. The CB was successfully issued by the Company on 31 January 2008.

On 21 February 2008, the Company announced that, among other things, (i) the Co-Operation Agreement had been entered into by the Company and a third party in relation to the proposed co-operation between the parties to undertake the Class 1 New Drug Business through a joint venture (“ Joint Venture ”) to be established and owned as to 51% and 49% by the Company and such third party respectively; and (ii) the Directors intended to apply part of the proceeds from the issue of the CB to finance the injection by the Company of approximately RMB200 million (equivalent to approximately HK$217.4 million at the then exchange rate) into the Joint Venture.

As set out in the announcement made by the Company dated 7 November 2008, the Co-operation Agreement had been terminated by the parties thereto due to the fact that the necessary approval for the proposed co-operation arrangement contemplated under the Co-operation Agreement had not been obtained. It was set out in the Letter from the Board that as a result of the termination of the Co-operation Agreement, the Group does not have any immediate need for the capital raised from the issue of the CB. In order to allow early redemption of the CB (which is not allowed pursuant to the original terms of the CB), the Company has proposed, and all Bondholders have approved by a written resolution, the Proposed CB Modifications. Accordingly, the Company has executed the supplemental deed on 18 February 2009 to record the Proposed CB Modifications. The Proposed CB Modifications are subject to (a) approval by the Stock Exchange and (b) the passing of an ordinary resolution to approve the same by the Independent Shareholders.

As at the Latest Practicable Date, the outstanding CB were held as to HK$10 million by Spring Biotech Limited (which is a wholly-owned subsidiary of Town Health), HK$10 million by Classictime Investments Limited (which is a wholly-owned subsidiary of HK Health Check) and as to the remaining HK$130 million by Precious Success Group Limited (which is a jointly-controlled entity owned by Spring Biotech Limited and Classictime Investments Limited in equal shares).

– 11 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. Terms of the Proposed CB Modifications

The Proposed CB Modifications involve:

• (i) the removal of the restriction against early redemption; and

• (ii) the inclusion of a mechanism to allow either the Company or a Bondholder to give the other not less then 10 business days’ notice to request for a redemption of the whole or part of the outstanding CB at a redemption amount equal to 100% of the principal amount of the outstanding CB to be redeemed together with interest accrued.

3. Effects of any early redemption of the CB allowable under the Proposed CB Modifications on the Group

The unaudited value of the CB as at 31 December 2008 as disclosed in the unaudited interim report of the Group for the six months ended 31 December 2008 (“ 2008/09 Interim Report ”) was approximately HK$303 million. Should the CB be early redeemed at the principal amount of HK$150 million, the net asset position of the Group as at 31 December 2008 based on the 2008/09 Interim Report will be increased by approximately HK$153 million (subject to audit).

According to the 2008/09 Interim Report, the Group did not have any borrowings as at 31 December 2008 except for the CB of HK$150 million. The Directors have confirmed that as at the Latest Practicable Date, the Group did not have any borrowings. Assuming that the Group will not make any borrowing after the Latest Practicable Date, if the CB is redeemed prior to its maturity, the gearing (being the ratio of total borrowings to total equity) of the Group will be significantly improved and will become zero upon redemption of the CB.

It was set out in the 2008/09 Interim Report that the Group’s unaudited cash and bank balances as at 31 December 2008 was approximately HK$188.46 million. The Directors advised that such HK$188.46 million comprised, inter alia, all of the net proceeds from the CB in the amount of approximately HK$148 million. The Directors also advised that as a result of the termination of the Co-operation Agreement, the Group does not have any immediate need for the capital raised from the issue of the CB, hence the businesses and operations of the Group will not be materially adversely affected by early redemption of any part of the CB, if takes place, upon the Proposed CB Modifications becoming effective.

Having considered the advice from the Directors that (i) if the CB is early redeemed at the principal amount of HK$150 million upon the Proposed CB Modifications becoming effective, the net asset position of the Group as at 31 December 2008 based on the 2008/09 Interim Report will be increased by approximately HK$153 million (subject to audit), and (based on the existing capital structure of the Group) the gearing of the Company will become zero; and (ii) the Group does not have any immediate need for the net proceeds of the CB and the

– 12 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

businesses and operations of the Group will not be materially adversely affected by early redemption of any part of the CB, we are of the opinion that the terms of the Proposed CB Modifications to allow early redemption of the CB before its maturity are fair and reasonable and it will be in the interests of the Company and the Shareholders as a whole if the Company has the flexibility to early redeem the CB before its maturity upon the Proposed CB Modifications becoming effective.

4. Coupon rate of the CB paid by the Group and the interest received by the Group in respect of its deposits with financial institutions

The coupon rate of the CB is 1% per annum. Accordingly, the Group’s interest payment relating to the CB is HK$1.50 million per year (or HK$0.75 million per six-month period).

We were advised by the Directors that (i) all net proceeds from the issue of the CB have been deposited with financial institutions since the issue of the CB on 31 January 2008. We noted from the annual report of the Group for the year ended 30 June 2008 (“ 2007/08 Annual Report ”) that the audited cash and bank balances of the Group as at 30 June 2008 amounted to approximately HK$179.46 million, which comprised cash held by the Group and bank balances bearing interest at the then prevailing market rates of 1.73% per annum and had original maturity of two months or less, and the audited interest income of the Group for the year ended 30 June 2008 amounted to approximately HK$3.11 million. We also noted from the 2008/09 Interim Report that the Group’s unaudited interest income for the six-month period ended 31 December 2008 amounted to approximately HK$2.03 million, while the Group’s unaudited cash and bank balances as at 31 December 2008 was approximately HK$188.46 million.

We were further advised by the Directors that due to the latest economic development, interest rates offered by financial institutions in respect of the net proceeds of the CB deposited by the Group have been decreasing and have become lower than 1% per annum on average. We also made references to the interest rates quoted by the principal banks in Hong Kong in respect of Hong Kong dollars fixed deposits for terms not more than one year and noticed that no such rates were higher than 1% on 23 February 2009, being the date immediately before the Latest Practicable Date. On the basis of the aforesaid, and having taken into account the facts that (i) the CB bears coupon rate of 1% per annum, and (ii) the Group does not have any immediate need for the capital raised from the issue of the CB, we consider that it will be in the interests of the Company and the Shareholders as a whole if the Company has the flexibility to early redeem the CB before its maturity upon the Proposed CB Modifications becoming effective.

– 13 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

5. Dilution of Independent Shareholders’ shareholdings

The CB carrying conversion rights to subscribe for up to a total of approximately 7,895 million Shares (“ Conversion Shares ”), representing approximately 106.95% shareholding interest in the existing issued Share and approximately 51.68% shareholding interest in the issued share capital of the Company as enlarged by the issue of such Conversion Shares, based on the existing conversion price of HK$0.019 per Conversion Share. Accordingly, should the CB be converted into the Conversion Shares in full, the Independent Shareholders’ shareholdings in the Company will then be materially diluted. Up to the Latest Practicable Date, no part of the CB has been converted into any Conversion Share. If the CB is fully redeemed before any exercise of the conversion rights attaching thereto, based on the existing shareholding structure of the Company, there will be no dilution impact on the shareholding interests of the Independent Shareholders in the Company attributable to the conversion of any CB. In this regard, we are of the view that any early redemption of the CB upon the Proposed CB Modifications becoming effective is in the interests of the Independent Shareholders as a whole.

CONCLUSION

Having considered the above principal factors and reasons, we are of the view that the terms of the Proposed CB Modifications, pursuant to which the Group and the Bondholders have the flexibility to request for early redemption of the CB before maturity, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favor of the resolution in relation to the Proposed CB Modifications to be proposed at the EGM.

Yours faithfully, For and on behalf of

Celestial Capital Limited

Benson Chan

Managing Director

Daphne Ng

Deputy Managing Director

– 14 –

NOTICE OF EGM

==> picture [44 x 40] 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 Shop No. 1A–C, Level 1, Hilton Plaza Commercial Centre, No. 3–9 Shatin Centre Street, Shatin, New Territories, Hong Kong on Monday, 16 March 2009 at 9:00 a.m. to consider and, if thought fit, pass the following resolution as an ordinary resolution (with or without modifications):

ORDINARY RESOLUTION

“ THAT :

• (a) the modifications to the condition of the 1% convertible bonds due in 2012 created and issued by the Company on 31 January 2008 as contemplated by the supplemental deed poll executed by the Company on 18 February 2009 (“ Supplemental Deed Poll ”) (a copy of the Supplemental Deed Poll marked “ A ” and initialed by the chairman of the meeting for identification purpose has been tabled at the meeting) be and are hereby confirmed, approved and ratified; and

• (b) the directors of the Company (“ Directors ”) be and are hereby authorised to do all such acts and things (including, without limitation, signing, executing (under hand or under seal), perfecting and delivery of all agreements, documents and instruments,) which are in their opinion necessary, appropriate, desirable or expedient to implement or to give effect to the terms of the Supplemental Deed Poll and all transactions contemplated thereunder and all other matters incidental thereto or in connection therewith and to agree to and make such variation, amendment and waiver of any of the matters relating thereto or in connection therewith that are, in the opinion of the Directors, not material to the terms of the Supplemental Deed Poll and all transactions contemplated thereunder and are in the interests of the Company.”

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

Hong Kong, 27 February 2009

• For identification purpose only

– 15 –

NOTICE OF EGM

Registered office Head Office and Principal Place of Ugland House Business in Hong Kong: P.O. Box 309GT Shop No. 1A–C, Level 1 South Church Street Hilton Plaza Commercial Centre Grand Cayman No. 3–9 Shatin Centre Street Cayman Islands Shatin, New Territories Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person (who must be an individual) to attend and vote instead of him. A proxy need not be a shareholder of the Company. A member may appoint any number of proxies to attend in his stead at one general meeting.

2. To be valid, a 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 such power or authority, at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. 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, the resolution to approve the Proposed CB Modifications 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 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.

– 16 –