OSE USA INC (fka OSEE)

[mike306oh]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OSE USA, Inc.

http://eol.edgar-online.com/edgar_conv_html/2005/04/29/0001193125-05-089047.html#FIS_TOP_OF_DOCUMENT

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of OSE USA, Inc., (the “Company”), will be held on Thursday, May 26, 2005, at 10:00 a.m., local time, at the Company’s offices at 2223 Old Oakland Road, San Jose, California, to consider and take action with respect to the following:

1. To elect four (4) directors to serve for the ensuing year and until their successors are duly elected and qualified.

2. To ratify the appointment of Grant Thornton LLP as independent auditors for the Company for the 2005 fiscal year.

3. To transact such other business as may properly come before the meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Only stockholders of record at the close of business on April 1, 2005 are entitled to notice of and to vote at the meeting. All stockholders are cordially invited to attend the meeting in person. However, to assure your representation at the meeting, you are urged to mark, sign and return the enclosed proxy as promptly as possible in the postage-prepaid envelope enclosed for that purpose. Any stockholder attending the meeting may withdraw their proxy and vote in person, even if he or she has previously returned a proxy.


FOR THE BOARD OF DIRECTORS

/s/ E LTON L I
Elton Li, Secretary

San Jose, California

April 29, 2005