Dalkeith Investments, Inc. (DKIV)

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On March 31, 2008, we entered into a Share Exchange Agreement (the
"Share Exchange Agreement") with Fountainhead Capital Partners Limited, an
entity registered in Jersey (C.I.) ("FHCP"), Yongchen International Shipping
Limited, a company incorporated in Hong Kong ("Yongchen"), Hengzhou
International Shipping Limited, a company incorporated in Hong Kong
("Hengzhou"), Yongzheng International Marine Holdings Co., Ltd., a British
Virgin Islands company ("Yongzheng"), and each of the other shareholders of
Hengzhou (the "Other Shareholders"). Prior to the consummation of the
transactions under the Share Exchange Agreement, FHCP owned 60,498 shares
(approximately 56%) of our common stock, Yongchen was wholly-owned by Yongzheng,
and Hengzhou was approximately 70%-owned by Yongzheng.

Pursuant to the Share Exchange Agreement, Yongzheng transferred all of
the issued and outstanding shares of Yongchen capital stock to us, and Yongzheng
and the Other Shareholders transferred all of the issued and outstanding shares
of Hengzhou capital stock to us, in exchange for 24,525,994 shares of our common
stock (the "Share Exchange"). In addition, in consideration for services
rendered including facilitating the Share Exchange, Yongzheng paid US$300,000 to
FHCP, and directed our company to issue to FHCP 939,502 of the shares of common
stock of our company otherwise issuable to Yongzheng in the Share Exchange. As a
result of the Share Exchange, Yongchen and Hengzhou became our wholly-owned
subsidiaries, and Yongzheng and the Other Shareholders acquired approximately
95% of our common stock.


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In connection with the Share Exchange Agreement, we also entered into
an Investor Rights Agreement, dated as of March 31, 2008, with FHCP (the
"Investor Rights Agreement") pursuant to which

o we granted FHCP certain piggyback registration rights with
respect to the 1,000,000 shares of our common stock owned by FHCP
at the closing of the Share Exchange (the "Retained Shares");

o we provided weighted average anti-dilution protection to FHCP
with respect to the Retained Shares in the event that, during the
two-year period following the Share Exchange, we issue (or are
deemed to have issued) shares of our common stock (subject to
certain exclusions) at a price that is less than $1.20 per share
(as adjusted for stock splits, stock dividends and the like); and

o we granted FHCP the right to put up to 250,000 of the Retained
Shares to us at a price of $1.70 (as adjusted for stock splits,
stock dividends and the like), exercisable during the 20-day
period immediately following the third anniversary of the filing
of this Form 8-K or the occurrence of certain events; provided
that, subject to certain exceptions set forth in the agreement,
the put right shall terminate if the average Fair Market Value
per share of our common stock (as defined in the agreement) for
any period of 30 consecutive days during the two-year period
commencing on the first anniversary of the filing of this Form
8-K equals or exceeds $1.60 per share (as adjusted for stock
splits, stock dividends, and the like).

In addition, we entered into a Ship Contribution Agreement, dated
March 31, 2008, with Hengzhou and Yongzheng International Shipping Limited
("YISL"), a wholly-owned subsidiary of Yongzheng, pursuant to which YISL will
contribute the vessel "Rong Da" to Hengzhou in exchange for that number of
shares of our common stock with a Fair Market Value (as defined in the
agreement) equal to the vessel purchase price. We also entered into a Ship
Contribution Agreement, dated March 31, 2008, with Hengzhou and Huisheng
International Shipping Limited, a wholly-owned subsidiary of Yongzheng, pursuant
to which Huisheng will contribute the vessel "Rong Sheng" to Hengzhou in
exchange for that number of shares of our common stock with a Fair Market Value
(as defined in the agreement) equal to the vessel purchase price. Under both
agreements, the vessel purchase price equals the vessel's net realizable value
as of the date the vessel is accepted for delivery by Hengzhou, as determined by
an independent appraiser chosen by our non-employee directors (or as otherwise
agreed after the closing of the Share Exchange by FHCP and us), or its total
build cost, whichever is lower.

A copy of the Share Exchange Agreement, the Investor Rights Agreement,
and each Ship Contribution Agreement are incorporated herein by reference and
are filed as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, to this Form 8-K.
The description of the transactions contemplated by the Share Exchange Agreement
and of our obligations under the Investor Rights Agreement and each Ship
Contribution Agreement set forth herein do not purport to be complete and is
qualified in its entirety by reference to the full text of the exhibits filed
herewith and incorporated by this reference.