GC Construction Holdings Limited — Proxy Solicitation & Information Statement 2009

Mar 17, 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

FUSHAN INTERNATIONAL ENERGY GROUP LIMITED

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

(Stock Code: 639)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the abovementioned company (the “Company”) will be held at Plaza IV, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on 8 April 2009 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT :

the Coal Supply Framework Agreement (as amended by the Supplemental Coal Supply Framework Agreement) (as defined and described in this Circular of the Company dated 17 March 2009 to the shareholders of the Company (the “Circular”) of which this notice forms a part) entered between the Company and Shougang Corporation (as defined in the Circular) dated 24 February 2009 and the transactions contemplated thereunder be and are hereby approved on the condition that the annual caps on the amounts of clean coal to be supplied to Shougang Corporation shall not exceed the amount shown below table for the financial year ending 31 December 2009, 31 December 2010 and 31 December 2011.

The annual caps on the amounts of clean coal that may be supplied to Shougang Corporation under the Supplemental Coal Supply Framework Agreement in monetary terms are as follows:

Proposed caps from
the effective date of the
Supplemental Coal Supply	Proposed caps for
Framework Agreement to	the financial year ending
31 December 2009	31 December
	2010	2011
RMB3,634,000,000	RMB5,886,000,000	RMB10,595,000,000
(approximately	(approximately	(approximately
HK$4,121,724,000)	HK$6,675,967,000)HK$12,016,968,000)”

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2. “ THAT :

the retiring directors be re-elected.”

By Order of the Board So Kwok Hoo Executive Director

Hong Kong, 17 March 2009

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 the date of this announcement, the Board comprises Mr. Cao Zhong, Mr. Wong Lik Ping, Mr. So Kwok Hoo, Mr. Xue Kang, Mr. Liu Qingshan and Mr. Huang Bin as executive directors of the Company; Mr. Chen Zhouping, Mr. Leung Shun Sang Tony and Mr. Shi Jianping as non-executive directors of the Company; and Mr. Kee Wah Sze, Mr. Choi Wai Yin and Mr. Chan Pat Lam as independent non-executive directors of the Company.

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