CIRCULAR DATED 13 APRIL 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about its contents or the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisor immediately. If you have sold all your ordinary shares in the capital of Ocean International Holdings Limited, you should immediately hand this Circular and Proxy Form to the purchaser or to the bank, stockbroker or agent through whom the sales was effected for onward transmission to the purchaser. The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular.

OCEAN INTERNATIONAL HOLDINGS LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number 200303240W)

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR INTERESTED PERSON TRANSACTIONS

IMPORTANT DATES AND TIMES Last date and time for lodgement of Proxy Form

:

28 April 2009 at 3.00 p.m.

Date and time of Annual General Meeting

:

30 April 2009 at 3.00 p.m.

Place of Annual General Meeting

:

the Heritage, Level 2 (Lobby) in the Furama City Centre Singapore 60 Eu Tong Sen Street Singapore 059804

CONTENTS



PAGE

DEFINITIONS

3

LETTER TO SHAREHOLDERS 1. INTRODUCTION

6

2. THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE

6

2.1 CHAPTER 9 OF THE LISTING MANUAL

6



6

2.2 SCOPE OF THE SHAREHOLDERS’ MANDATE

8

2.3 REVIEW PROCEDURES FOR INTERESTED PERSON TRANSACTIONS

10

2.4 VALIDITY PERIOD OF THE SHAREHOLDERS’ MANDATE

11

2.5 DISCLOSURE TO SHAREHOLDERS

12

2.6 DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS IN THE COMPANY

12

2.7 STATEMENT OF THE AUDIT COMMITTEE

13

2.8 SHAREHOLDERS WHO WILL ABSTAIN FROM VOTING



13

3. ANNUAL GENERAL MEETING

13

4. ACTION TO BE TAKEN BY SHAREHOLDERS

13

5. BOARD OF DIRECTORS’ RESPONSIBILITY STATEMENT

14

6. BOARD OF DIRECTORS’ RECOMMENDATION

14

7. DOCUMENTS FOR INSPECTION

14

2



DEFINITIONS

The following definitions apply throughout this Circular unless the context otherwise requires:Group Companies “CHSRN”

:

Chang Hua Seafood Ranong Co., Ltd.

“CHVN”

:

Changhua Vietnam Aquatic Foodstuff Company Limited

“Company” or “Ocean International”

:

Ocean International Holdings Limited, a company incorporated in the Republic of Singapore

“Group”

:

The Group refers to the Company and its subsidiaries and associated companies (if any)

“KGCH”

:

Vina Kien Giang Changhua Aquatic Co Ltd

“OIST”

:

Ocean International (Singapore) Trading Co Pte. Ltd.

“RZCH”

:

Rizhao Changhua Aquatic Foodstuff Co., Ltd.

“RZJH”

:

Rizhao Jinghua Sea Foodstuff Co., Ltd

Other Companies and Government and Regulatory Bodies “Changhua Foodstuff”

:

Rizhao Changhua Foodstuff Co., Ltd.

“Dahua”

:

DaHua International (Group) Limited

“MGA”

:

Major Gold Assets Corp., a corporation incorporated in the British Virgin Islands and which is wholly owned and controlled by the Executive Chairman, Mr Zhang Aihua

“Ouhua”

:

Shandong Ovo Egg Products Co., Ltd.

“Yongxin Jiadao”

:

Rizhao Yongxin Jiadao Starch Manufacturing Company Limited

“Sanhua”

:

Rizhao Sanhua Sea Food Co., Ltd.

“SDCH”

:

Shandong Changhua Foodstuff Group Co., Ltd.

“UOBCI”

:

UOB Capital Investments Pte Ltd

“Yongxin Packaging”

:

Rizhao Yongxin Plastic Packaging Co., Ltd.

“Yongxing Food”

:

Rizhao Yongxing Food Co., Ltd.

“Rodyk & Davidson”

:

Rodyk & Davidson LLP 3







DEFINITIONS

“Audit Committee”

:

The audit committee of the Company comprising Mr Lien Kait Long, Dr Hua Sheng and Mr Lek Siang Pheng

“Board”

:

The Board of Directors of the Company

“CDP”

:

The Central Depository (Pte) Limited

“Companies Act”

:

The Companies Act, Chapter 50 of Singapore, as amended or modified from time to time

“Directors”

:

The directors of the Company for the time being as at the date of this Circular

“EAR Group”

:

The “entity-at-risk group” which for the purposes of this Circular comprises (1) Ocean International, and (2) subsidiaries of Ocean International (excluding subsidiaries listed on the SGX-ST or an approved exchange) from time to time, and (3) associated companies of Ocean International (other than associated companies that are listed on the SGX-ST or an approved exchange) from time to time over which the Group, or the Group and interested person(s) of the Group has or have control

“FY”

:

Financial year ended or, as the case may be, ending 31 December

“Independent Directors”

:

The independent Directors of the Company as at the Latest Practicable Date, being Mr Lien Kait Long and Mr Lek Siang Pheng

“Interested Persons”

:

The interested persons of the Company who fall within the Shareholders’ Mandate, as set out in paragraph 2.2.1 of this Circular

“Interested Person Transactions”

:

The categories of transactions with Interested Persons which fall within the Shareholders’ Mandate, as set out in paragraph 2.2.2 of this Circular.

“Latest Practicable Date”

:

20 March 2009, being the latest practicable date prior to the printing of this Circular

“Listing Manual”

:

The Listing Manual of the SGX-ST

“NTA”

:

Net tangible assets

“Prospectus”

:

The Company’s Prospectus dated 20 January 2005



4



DEFINITIONS

“PRC”

:

People’s Republic of China excluding Hong Kong and Macau for the purposes of this Circular and for geographical reference only

“Proforma Group”

:

The Company and its subsidiaries following the completion of the Restructuring Exercise as disclosed in page 76 and 77 of the Prospectus as if it had been in existence since 1 January 2001

“RMB”

:

Renminbi

“Shareholders ‘Mandate”

:

The general mandate for the purposes of Chapter 9 of the Listing Manual for the EAR Group, in the normal course of its business, to enter into Interested Person Transactions provided that such transactions are on an arm’s length basis, on normal commercial terms and are not prejudicial to the Shareholders

“Securities Account”

:

Securities accounts maintained by Depositors with CDP, but not including securities accounts maintained with a Depository Agent

“SGX-ST”

:

Singapore Exchange Securities Trading Limited

“Shares”

:

Ordinary shares in the capital of the Company

“Shareholders”

:

Registered holders of Shares, except that where the registered holder is CDP, the term “Shareholders” shall, in relation to such shares, mean the Depositors whose Securities Account are credited with Shares. Any reference to shares held by shareholders shall include shares standing to the credit of the respective Shareholders’s Securities accounts

“S$”

:

Singapore dollars

“%”

:

Per centum or percentage

The terms “Depositor” and “Depository Agent” shall have the meanings ascribed to them respectively in Section 130A of the Companies Act, Chapter 50 of Singapore (the “Act”). Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall, where applicable, include corporations. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or reenacted. Any word defined under the Companies Act, the Listing Manual or any modification thereof and not otherwise defined in this Circular shall have the same meaning assigned to it under the Companies Act, the Listing Manual or any modification thereof, as the case may be, unless otherwise provided. Any reference to a time of day in this Circular is made by reference to Singapore time unless otherwise stated. 5

OCEAN INTERNATIONAL HOLDINGS LIMITED (Incorporated in the Republic of Singapore)

Board of Directors

Registered Office

Zhang Aihua (Executive Chairman) Liu Bo (Executive Director) Hua Sheng (Non-Executive Director) Lien Kait Long (Independent Director) Lek Siang Pheng (Independent Director)

8 Cross Street #11-00 PWC Building Singapore 048424

Date: 13 April 2009 To: The Shareholders of OCEAN INTERNATIONAL HOLDINGS LIMITED Dear Sir/Madam THE PROPOSED RENEWAL OF THE SHAREHOLDERS’ MANDATE FOR INTERESTED PERSON TRANSACTIONS. 1.

INTRODUCTION The Directors of the Company propose to seek shareholders’ approval at the forthcoming Annual General Meeting (“AGM”) in relation to the renewal of the Shareholders' Mandate which was last approved by Shareholders at the AGM of the Company held on 28 April 2008 to allow the Company, its subsidiaries and its associated companies to enter into certain transactions with persons who are considered to be "interested persons" under Chapter 9 of the Listing Manual of the SGX-ST. The Company’s Executive Chairman and Controlling Shareholder, Mr Zhang Aihua and his associates have abstained from voting on the resolutions during the general meeting which approved, inter alia, the adoption of the Shareholders’ Mandate.



The purpose of this Circular is to set out information pertaining to the proposed Renewal of Shareholders Mandate and to seek Shareholders’ approval of the foregoing proposals at the AGM to be convened on Thursday, 30 April 2009 at 3.00 p.m. at the Heritage, Level 2 (Lobby) in the Furama City Centre Singapore, 60 Eu Tong Sen Street, Singapore 059804.

2.

THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE

2.1

CHAPTER 9 OF THE LISTING MANUAL Chapter 9 of the Listing Manual of the SGX-ST (“Chapter 9”) deals with transactions in which a listed company or any of its subsidiaries or associated companies {other than a subsidiary or associated company that is listed on SGX-ST or an approved stock exchange, provided that the listed group, or the listed group and its interested person(s), has no control over the associated company} proposes to enter into with a party who is an interested person of the listed company. Save for transactions which are not considered to put the listed company at risk and which are therefore excluded from the ambit of Chapter 9, an immediate announcement and/or shareholder approval would be required in respect of transactions with interested persons if the value of the transaction is equal to or exceeds certain financial thresholds. In particular, an immediate announcement is required where:-

(a)

the value of a proposed transaction is equal to or more than 3% of the Group's latest audited consolidated net tangible asset value ("NTA"); or

(b)

the aggregate value of all transactions entered into with the same interested person during the same financial year, is equal to or more than 3% of the Group’s latest audited consolidated NTA. An announcement will have to be made immediately of the latest transaction and all future transactions entered into with that same interested person during the financial year.

6

Shareholder approval (in addition to an immediate announcement) is required where:(c)

the value of a proposed transaction is equal to or more than 5% of the Group's latest audited consolidated NTA; or

(d)

the value of a proposed transaction, when aggregated with other transactions entered into with the same interested person during the same financial year, is equal to or more than 5% of the Group’s latest audited consolidated NTA. The aggregation will exclude any transaction that has been approved by shareholders previously, or is the subject of aggregation with another transaction that has been previously approved by shareholders.

The requirements for an immediate announcement and/or shareholders’ approval do not apply to interested person transactions below $100,000 each. For illustrative purposes, based on the Group’s latest audited accounts for the financial year ended 31 December 2008, the Group's latest audited NTA as at 31 December 2008 was approximately RMB(93.6) million. Accordingly, in relation to the Group, for the purposes of Chapter 9 in the current financial year, Shareholders’ approval would be required where:(a)

the transaction is of a value equal to, or more than, $100,000, being more than 5% of the Group's latest audited consolidated NTA; or

(b)

the transaction, when aggregated with other transactions entered into with the same interested person during the same financial year, is of a value equal to, or more than, $100,000. The aggregation will exclude any transaction that has been approved by Shareholders previously, or is the subject of aggregation with another transaction that has been approved by Shareholders.

Chapter 9 of the Listing Manual permits a listed company to seek a general mandate from its shareholders for recurrent transactions with interested persons of a revenue or trading nature or those necessary for its day-to-day operations such as the purchase and sale of supplies and materials, (but not in respect of the purchase or sale of assets, undertakings or businesses) that may be carried out with the listed company’s interested persons. Under the Listing Manual:



(a)

an "entity at risk” means:



(i)

the listed company;

(ii)

a subsidiary of the listed company that is not listed on the SGX-ST or an approved exchange; or

(iii)

an associated company of the listed company that is not listed on the SGX-ST or an approved exchange, provided that the listed company and/or its subsidiaries (the “listed group”), or the listed group and its interested person(s), has control over the associated company;

(b)

an “approved stock exchange” means a stock exchange that has rules which safeguard the interests of shareholders against interested person transactions according to similar principles to Chapter 9;

(c)

an “interested person” means a director, chief executive officer or controlling shareholder of the listed company, or an associate of such director, chief executive officer or controlling shareholder;

(d)

a “controlling shareholder” is a person who holds directly or indirectly 15% or more of the nominal amount of all voting shares in the listed company (unless otherwise determined not to be by SGX-ST) or in fact exercises control over a company; and

7

(e)

an “associate” in relation to any director, chief executive officer, substantial shareholder or controlling shareholder (being an individual) means his immediate family (i.e., spouse, children, adopted children, step-children, siblings and parents), the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object, and any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more. An “associate” in relation to a substantial shareholder or controlling shareholder (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more.

(f)

the term “control” means the capacity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of the company; and

(g)

an “interested person transaction” means a transaction between an entity at risk and an interested person.

(h)

a “transaction” includes the provision or receipt of financial assistance, the acquisition, disposal or leasing of assets, the provision or receipt of services, the issuance or subscription of securities, the granting of or being granted options, and the establishment of joint ventures or joint investments, whether or not in the ordinary course of business, and whether or not entered into directly or indirectly.

2.2

SCOPE OF THE SHAREHOLDERS' MANDATE

2.2.1

Class of Interested Persons The Shareholders’ Mandate will apply to the Interested Person Transactions which are carried out with Yongxin Packaging, an associate of Mr Zhang Aihua, the Company’s Executive Chairman and Controlling Shareholder. The following are also associates of Mr Zhang Aihua :-



8

Name

Nature of relationship

Ms Liu Ailing

Spouse of Mr Zhang Aihua, and an Executive Officer of the Company

Ms Zhang Wei

Sister of Mr Zhang Aihua

Mr Tong Longfei

Brother-in-law of Mr Zhang Aihua, and an Executive Officer of the Company

Mr Xu Jiaque

Brother-in-law of Mr Zhang Aihua

Mr Wang Wen

Nephew of Mr Zhang Aihua

SDCH

A PRC company controlled and wholly owned by Mr Zhang Aihua (88.0%), Ms Zhang Wei (3.0%), Mr Xu Jiaque (5.0%) and Mr Tong Longfei (4.0%)

Changhua Foodstuff

A PRC company controlled and wholly owned by Mr Zhang Aihua (53.9%), Ms Liu Ailing (34.6%) and Mr Tong Longfei (11.5%)

Sanhua

A sino-foreign equity joint venture in which Changhua Foodstuff holds 45.0% of the equity interest and the remaining 55.0% is held by Korean Sanhe Shangshi Co., Ltd., a South Korean company

Ouhua

A sino-foreign equity joint venture in which SDCH holds 33.0% of the equity interest，Shandong High-tech Investment Corporation holds 40.0% of the equity interest, Shandong Luxin Investment Management Company holds 2.0% of the equity interest, and the remainder 25.0% is held by Ovotec International A/S, a Danish company

2.2.2

Yongxing Food

A sino-foreign equity joint venture in which Mr Xu Jiaque holds 50.8% of the equity interest and the remainder 49.2% is held by two Japanese companies, Gawa Co., Ltd. (41.7%) and Green Foods Co., Ltd. (7.5%)

Yongxin Packaging

A PRC company controlled and wholly owned by Ms Zhang Wei (67.0%) and Mr Wang Wen (33.0%)

Yongxin Jiadao

A sino-foreign equity joint venture in which Yongxin Packaging holds 45.0% of the equity interest. Rizhao Jiaye Property Holdings Limited holds 20.0% of the equity interest, Rizhao Hairong Trading Co Ltd holds 10.0% of the equity interest, and the remainder 25.0% is held by Ms Ozima Kiren

Rodyk & Davidson LLP

A law firm in which Mr Lek Siang Pheng is a Partner

Nature and Scope of Interested Person Transactions The Shareholders’ Mandate will cover transactions where Yongxin Packaging supplies packaging materials to the EAR Group. These transactions form the Interested Person Transactions. The Group purchases its packaging materials from Yongxin Packaging. Previously, when purchasing from Yongxin Packaging, our Group would typically obtain three to four quotes from suppliers of packaging materials (including Yongxin Packaging) and would only purchase from Yongxin Packaging where theirs was the most competitive quote, taking into account various factors such as quality, delivery time, credit terms and service. Transactions with Yongxin Packaging were conducted at arm’s length and on normal commercial terms.



The Group intends to continue to purchase its packaging material requirements from Yongxin Packaging. To ensure that future transactions with Yongxin Packaging are entered into at arm's length and on normal commercial terms, the Company is proposing to seek Shareholders’ approval to the renewal of the Shareholders' Mandate to facilitate the Group’s future transactions with Yongxin Packaging. The Shareholders' Mandate need not cover any transaction by a company in the EAR Group with an Interested Person that is below S$100,000 in value as the threshold and aggregation requirements of Chapter 9 of the Listing Manual would not apply to such transactions and accordingly, Shareholders' approval will not be required for such transactions. Transactions with interested persons that do not fall within the ambit of the proposed Shareholders’ Mandate shall subject to the relevant provisions of Chapter 9.

9

2.2.3

Rationale for and Benefit of the Shareholders’ Mandate



The principal activity of the Group is in the production and distribution of processed seafood products. Packaging materials are a key direct material in the production process. The Group’s products, being perishable in nature, may deteriorate due to, inter alia, delays in delivery and inferior quality of packaging materials. It is therefore important to have reliable suppliers who are able to supply the Group with packaging materials that are of an acceptable standard of quality on a timely basis. Yongxin Packaging has historically been able to provide the Group with quality packaging materials and timely delivery at competitive prices. The Directors of the Company are of the view that it will be beneficial to the Group to transact or continue to transact with Yongxin Packaging for the supply of packaging materials. These transactions are recurrent transactions of a trading nature and are part of the day to day operations of the EAR Group. The Shareholder's Mandate and the renewal of the Shareholders’ Mandate on an annual basis will eliminate the need to convene separate general meetings from time to time to seek shareholders’ approval as and when potential interested person transactions with Yongxin Packaging arise, thereby reducing substantially the administrative time and expenses in convening such meetings, without compromising the corporate objectives and adversely affecting the business opportunities available to the Group. The Shareholders’ Mandate is intended to facilitate recurrent transactions with Yongxin Packaging during the normal course of business, provided that they are carried out on normal commercial terms and are not prejudicial to the interest of the Company and minority Shareholders. Disclosure will be made in the Company’s annual report of the aggregate value of interested person transactions entered into pursuant to the Shareholders’ Mandate during the current financial year, and in the annual reports for the subsequent years during which a Shareholders’ Mandate is in force. In addition, the Company will announce the aggregate value of transactions entered into pursuant to the Shareholders’ Mandate during the financial period which the Company is required to report on and within the required time frame, as stipulated in the SGX-ST Listing Manual.

2.3

REVIEW PROCEDURES FOR INTERESTED PERSON TRANSACTIONS The Company has implemented the following procedures to supplement existing internal control procedures to ensure that the purchases of packaging materials from Yongxin Packaging are undertaken on normal commercial terms consistent with the Company’s usual business practices and policies, which are generally no more favorable to the interested person than those extended to unrelated third parties. To ensure that the interested person transactions are undertaken on normal commercial terms, and will not be prejudicial to the Company and minority Shareholders, the Shareholders’ Mandate incorporates the following review procedures:(a) When purchasing any packaging materials from Yongxin Packaging, at least two other quotations for such packaging materials will be obtained from unrelated third parties for comparison. The price quoted by Yongxin Packaging shall not be higher than the most competitive price of the other quotations obtained from unrelated third parties. In determining the most competitive price, all pertinent factors, including but not limited to quality, delivery time and track record will be taken into consideration. Any purchase that in value equals to or exceeds S$200,000 will be reviewed and approved by the Audit Committee prior to entering into the transaction. For the avoidance of doubt, the Group may enter into such transactions, subject to the prior approval by the Audit Committee.

10

(b) Where it is not possible to obtain such quotations,

(i)

where the value of any purchase does not exceed S$60,000, the prior approval of any one of the Company’s Directors for such purchase must be obtained, provided that a Director who is interested in such transaction shall abstain from approving the transaction; and



(ii)

where the value of any purchase equals to or exceeds S$60,000, the prior approval of the Audit Committee for such purchase must be obtained. The Audit Committee will evaluate and weigh the commercial benefits of, and rationale for, transacting with Yongxin Packaging before deciding on the purchase. In reviewing the terms of any purchase, the Audit Committee will evaluate such terms in the light of prevailing industry norms to ensure that such purchase is undertaken at arm’s length and on normal commercial terms, and will not be prejudicial to the Company and minority Shareholders.

A register will be maintained by the Group to record all interested person transactions (and the basis on which they are entered into) which are entered into pursuant to the Shareholders’ Mandate. The Company shall, on a half-yearly basis, report to the Audit Committee on all interested person transactions (including the basis of such transactions), entered into with Yongxin Packaging during the preceding half-year. The Audit Committee shall review such interested person transactions at its half-yearly meetings except where such interested person transactions are required under the review procedures to be approved by the Audit Committee prior to the entry thereof. The Company’s annual audit plan shall incorporate a review of all interested person transactions including the established review procedures for the monitoring of such interested person transactions, entered into during the current financial year pursuant to the Shareholders’ Mandate. The Audit Committee believes that the above guidelines and procedures are sufficient to ensure that these interested person transactions will be conducted on an arm’s length basis and on normal commercial terms and will not be prejudicial to the interests of the Company and minority Shareholders. The Audit Committee shall review from time to time (but not less than twice in a financial year) such guidelines and procedures to determine if they continue to be adequate and/or commercially practicable in ensuring that transactions between Yongxin Packaging and the Group are conducted on an arm’s length basis and on normal commercial terms, as well as whether they have been complied with and all relevant approvals obtained. If during these periodic reviews, the Audit Committee is of the view that the guidelines and procedures are not sufficient to ensure that these interested person transactions will be conducted on an arm’s length basis and on normal commercial terms and will not be prejudicial to the interests of the Company and minority Shareholders, the Company will revert to the Shareholders for a fresh mandate based on new guidelines and procedures for interested person transactions with Yongxin Packaging. During the period prior to obtaining a fresh mandate from the Shareholders, all interested person transactions with Yongxin Packaging will be subject to prior review and approval by the Audit Committee. In the event that a member of the Audit Committee is interested in any of the interested person transactions, he will abstain from reviewing that particular transaction. 2.4

VALIDITY PERIOD OF THE SHAREHOLDERS’ MANDATE If approved by the Shareholders at the AGM, the Shareholders’ Mandate will take effect from the passing of the ordinary resolution relating thereto at the AGM, and will (unless revoked or varied by the Company in general meeting) continue in force until the next AGM of the Company. Approval from Shareholders will be sought for the renewal of the Shareholders’ Mandate at the next AGM and at each subsequent AGM of the Company subject to review by the Audit Committee of its continued application to the Interested Person Transactions.

11

2.5

DISCLOSURE TO SHAREHOLDERS The Company will announce the aggregate value of transactions conducted with Interested Persons pursuant to the Shareholders’ Mandate for each financial period on which the Company is required to report on pursuant to the Listing Manual and within the time required for the announcement of such report in accordance with Rule 920(1)(a)(ii) of the Listing Manual. Disclosure will also be made in the annual report of the Company of the aggregate value of Interested Person Transactions conducted pursuant to the Shareholders’ Mandate during the current financial year, and in the annual reports for the subsequent financial years during which the Shareholders’ Mandate is in force in accordance with Rule 920(1)(a)(i) of the Listing Manual.

2.6

DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS IN THE COMPANY As at the Latest Practicable Date, the interests (both direct and indirect interests) of the Directors and substantial shareholders of the Company in the issued and paid up capital of the Company (as recorded in the Register of Directors’ Shareholding and Substantial Shareholders) are as follows:

Name of Directors Zhang Aihua (1) Liu Bo Hua Sheng (2) Lien Kait Long Lek Siang Pheng

Direct Interest Number of % shares

Deemed Interest Number of % shares

-

-

MGA Dahua UOBCI

116,900,029 27,666,654 13,833,327

50.1 11.9 5.9

Public

74,949,990

32.1

233,350,000

100.0

116,900,029 27,666,654 -

50.1 11.9 -

Substantial Shareholders

Notes: (1) Zhang Aihua is deemed interested in the Company’s Shares through his interest in MGA, a company incorporated in the British Virgin Islands and which is wholly owned and controlled by Zhang Aihua. (2) Hua Sheng is deemed interested in the Company’s Shares through his interest in Dahua. (3) For details on Dahua and UOBCI, please see the section “Share Capital” on pages 42 to 46 of the Company’s Prospectus.

Saved as disclosed above, there are no other relationships between the Directors and substantial shareholders. Saved as disclosed above, the Company is not directly or indirectly owned or controlled by a corporation, any government or other natural legal person whether severally or jointly. There is no known arrangement in the operation of which may, at a subsequent date, result in a change in control of the Company.

12

2.7



STATEMENT OF THE AUDIT COMMITTEE Pursuant to Rule 920(1)(c) of the Listing Manual, the Audit Committee, (comprising Mr Lien Kait Long, Mr Lek Siang Pheng and Dr Hua Sheng) confirms that: (i)

the review procedures for Interested Person Transactions set out in Clause 2.3 of this Circular have not changed since the Shareholders approved the IPT Mandate at the AGM held on 28 April 2008; and

(ii)

the review procedures are sufficient to ensure that the Interested Person Transactions will be carried out in normal commercial terms and will not be prejudicial to the interests of the Company and its minority shareholders.

The Audit Committee has confirmed that the methods and procedures for determining the transaction prices of the Interested Person Transactions have not changed since the Shareholders approved the IPT Mandate at the AGM held on 28 April 2008. The Audit Committee is also of the view that such methods or procedures for determining the transaction prices of the Interested Person Transactions are sufficient to ensure that the Interested Person Transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority shareholders. If in its review, the Audit Committee is of the view that the review procedures are no longer sufficient to ensure that Interested Person Transactions will be conducted on normal commercial terms and will not be prejudicial to the interests of the Company and its minority shareholders, it will direct the Company to seek a fresh mandate from the Shareholders based on new guidelines and procedures for Interested Party Transactions. 2.8

SHAREHOLDERS WHO WILL ABSTAIN FROM VOTING The Company’s Executive Chairman and controlling Shareholder, Mr Zhang Aihua, and their associates, being Interested Persons (as described in paragraph 2.2.1 of this Circular), will abstain from voting their shareholdings, if any, in respect of the ordinary resolution relating to the proposed adoption of the Shareholders' Mandate at the forthcoming AGM. Further, each of the persons mentioned in this paragraph 2.2.1 of the Circular undertakes to decline to accept appointment as proxies to vote and attend at the forthcoming AGM for other Shareholders of the Company unless the Shareholder concerned shall have given specific instructions as to the manner in which his votes are to be cast.

3.

ANNUAL GENERAL MEETING



An AGM will be held on Thursday, 30 April 2009 at 3.00 p.m. at the Heritage, Level 2 (Lobby) in the Furama City Centre Singapore, 60 Eu Tong Sen Street, Singapore 059804 for the purpose of considering and, if thought fit, passing, with or without amendments inter alia, the resolutions relating to the renewal of Shareholders’ Mandate.

4.

ACTION TO BE TAKEN BY SHAREHOLDERS If a Shareholder is unable to attend the AGM and wishes to appoint a proxy to attend and vote at the AGM in his stead, then he should complete and sign the relevant Proxy Form which is enclosed with the Annual Report in accordance with the instructions printed thereon and return it to the Company’s Share Registrar, Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.) at 8 Cross Street, #11-00 PWC Building, Singapore 048424 as soon as possible and, in any event, so as to arrive at the Company's Share Registrar, Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.) at 8 Cross Street, #11-00 PWC Building, Singapore 048424 not less than 48 hours before the time fixed for the holding of the AGM. The completion and return of the Proxy Form by a Shareholder will not preclude him from attending the AGM and voting in person in place of his proxy should he subsequently wish to do so. In such event, the relevant Proxy Form will be deemed to be revoked. If a Shareholder being a Depositor registered and holding shares through CDP wishes to attend and vote at the

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AGM or to appoint a proxy, then he would have to complete and sign the relevant Proxy Form which is enclosed with the Annual Report in accordance with the instructions printed thereon and return it to the Company's Share Registrar, Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.) at 8 Cross Street, #11-00 PWC Building, Singapore 048424 as soon as possible and, in any event, so as to arrive at the Company's Share Registrar, Tricor Barbinder Share Registration Services (A division of Tricor Singapore Pte. Ltd.) at 8 Cross Street, #11-00 PWC Building, Singapore 048424 not less than 48 hours before the time fixed for the holding of the AGM. A Depositor shall not be regarded as a shareholder of the Company entitled to attend the AGM and to speak and vote thereat unless his name appears on the Depository Register maintained by the CDP at least 48 hours before the AGM. 5.

BOARD OF DIRECTORS' RESPONSIBILITY STATEMENT



This Circular has been approved by all the Directors. The Directors collectively and individually accept responsibility for the accuracy of the information contained in this Circular and confirm, having made all reasonable enquiries and to the best of their knowledge and belief, the facts stated and opinions expressed in this Circular are fair and accurate in all material aspects, and that there are no facts the omission of which would make any statements herein misleading in any material respect.

6.

BOARD OF DIRECTORS’ RECOMMENDATION



Having considered, inter alia, the terms, the rationale for and the benefits of the Shareholders’ Mandate, the NonInterested Directors, namely Mr Liu Bo, Dr Hua Sheng, Mr Lien Kait Long and Mr Lek Siang Pheng, are of the view that the Shareholders’ Mandate is in the interests of the Company and accordingly recommend that Shareholders’ vote in favour of the ordinary resolution relating to the Shareholders’ Mandate.

7.

DOCUMENTS FOR INSPECTION The following documents are available for inspection at the registered office of the Company at 8 Cross Street #11-00, PWC Building, Singapore 048424 during normal business hours from the date of this Circular up to the date of the AGM: (a)

the Memorandum and Articles of the Company; and

(b)

the Annual Report of the Company for the financial year ended 31 December 2008.

Yours faithfully For and on behalf of the Board of Directors of OCEAN INTERNATIONAL HOLDINGS LIMITED Lien Kait Long Director

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