GC Construction Holdings Limited — Proxy Solicitation & Information Statement 2008

Dec 24, 2008

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FUSHAN INTERNATIONAL ENERGY GROUP LIMITED

(Incorporated in Hong Kong with limited liability under the Hong Kong Companies Ordinance)

(Stock Code: 639)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Fushan International Energy Group Limited (the “Company”) will be held at Plaza IV, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 15 January 2009 at 10:30 a.m for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution:–

ORDINARY RESOLUTION

1. “ THAT :

   • (i) the conditional sale and purchase agreement dated 19 April 2008 (the “Agreement”) in relation to the disposal of 70% equity interest of 太原西山日盛煤焦有限公司 (Taiyuan Xishan Risheng Coal and Coking Co., Limited) (“Risheng”) to 山西西山 煤電股份有限公司 (Shanxi Xishan Coal and Electricity Power Co., Limited) and the transactions contemplated thereunder (including but not limited to regarding 山 西金山能源有限責任公司 (Shanxi Jinshan Energy Limited) (“Jinshan”) to assume the Risheng Loans (as defined in the circular of the Company dated 29 December 2008 to the shareholders of the Company of which this notice forms a part) amounting to RMB119,277,882 (approximately HK$133,840,000) as at 31 March 2008 due by Risheng to various creditors) be and are hereby approved, confirmed and ratified;

   • (ii) the two conditional loan novation agreements dated 19 April 2008 (the “Loan Novation Agreements”) in relation to the assuming the liabilities of the aggregate amount of RMB35,000,000 (approximately HK$39,273,000) by Mr. Wong Lik Ping, being part of the Risheng Loans to be taken by Jinshan upon completion of the Agreement for nil consideration and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

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• (iii) the executive directors of the Company be and are hereby authorised on behalf of the Company to do all such acts and sign, seal, execute and deliver all such documents and take all such actions as they may consider necessary or desirable for the purpose of or in connection with or to give effect to the Agreement, the Loan Novation Agreements and the transactions contemplated thereunder.”

By Order of the Board So Kwok Hoo Executive Director

Hong Kong, 29 December 2008

Registered Office: 12th Floor Kwan Chart Tower 6 Tonnochy Road Wanchai Hong Kong

Notes:

• (1) Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead in accordance with the Company’s Articles of Association. A proxy need not be a shareholder of the Company. A form of proxy for use at the meeting is enclosed herewith.

• (2) Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the meeting or poll concerned if he so wishes. In the event of a member who has lodged a form of proxy attending the meeting, his form of proxy will be deemed to have been revoked.

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

• (4) 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, Tricor Tengis Limited at 26th Floor, Tesbury Centre, No. 28 Queen’s Road East, Wanchai, 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.

• (5) The votes to be taken at the meeting will be taken by poll.

As at date of this Notice, the Board comprises Mr. Wong Lik Ping, Mr. So Kwok Hoo, Mr. Xue Kang, Mr. Huang Bin and Mr. Liu Qingshan as executive Directors; Mr. Li King Luk and Mr. Shi Jianping as non-executive Directors; and Mr. Kee Wah Sze, Mr. Choi Wai Yin and Mr. Chan Pat Lam as independent non-executive Directors.

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