GC Construction Holdings Limited — Proxy Solicitation & Information Statement 2000

May 24, 2000

(Incorporated in Hong Kong with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of shareholders of Fu Hui Holdings Limited (the "Company") will be held at the Tang Rooms 1-3, 4th Floor, Furama Hotel Hong Kong, 1 Connaught Road Central, Central, Hong Kong on Friday, 30th June 2000 at 3:00 p.m. for the following purposes:-

As ordinary business

1. To receive, consider and adopt the audited financial statements and reports of the directors and auditors for the year ended 31st December 1999.

2. To re-elect retiring directors and authorise the board of directors to fix their remuneration.

3. To re-appoint auditors and authorise the board of directors to fix their remuneration.

As special business

1. To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

"THAT:

(a) subject to the following provisions of this Resolution and pursuant to section 57B of the Companies Ordinance, the exercise by the directors of the Company (the "Directors") during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including, without limitation to the generality of the foregoing, warrants conferring upon the holder thereof the right to subscribe for shares in the capital of the Company) which might require the exercise of such powers be and it is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option, warrant or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) an issue of shares under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers or employees of the Company and/ or any of its subsidiary companies of shares or rights to acquire shares in the capital of the Company, or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of this Resolution, and the said approval to the Directors shall be limited accordingly; and

(d) for the purpose of this Resolution:

"Relevant Period" means the period from 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 or the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) to be held; and

(iii) the revocation or variation of the authority given under this Resolution by an Ordinary Resolution of the shareholders in general meeting; and

"Rights Issue" means an offer of shares open for a period fixed by the Directors to the holders of shares on the register of members of the Company on a fixed record date in proportion to their holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors 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, any recognised regulatory body or any stock exchange in any territory outside Hong Kong)."

By Order of the Board

Hon Wa Fai, Kenneth

Company Secretary

Hong Kong, 23rd May 2000

Notes:

(1) Any member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more than one proxy in respect of the whole or any part of his holding of shares of the Company to attend and, on a poll, vote in his/her stead in accordance with the Company's Articles of Association. A proxy need not be a member of the Company.

(2) Where there are joint registered holders of any shares, one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto; but if more than one of such joint holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

(3) To be valid, the form of proxy together with a power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited with the Company's share registrars, Tengis Limited at 1601, Hutchison House, 10 Harcourt Road, Central, Hong Kong at least 48 hours before the time appointed for holding the meeting or any adjournment thereof as the case may be and in default thereof the form of proxy and such power or authority shall not be treated as valid.

"Please also refer to the published version of this announcement in the Hong Kong Standard"