GC Construction Holdings Limited — Proxy Solicitation & Information Statement 2023

Jul 31, 2023

首鋼福山資源集團有限公司 SHOUGANG FUSHAN RESOURCES GROUP LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 639)

FORM OF PROXY FOR THE GENERAL MEETING TO BE HELD ON 29 AUGUST 2023 AND ANY ADJOURNMENT THEREOF

I/We[1]

of “being the registered holder(s) of Company ”), HEREBY APPOINT[2] the chairman of the meeting, or[3] shares (the “ Shares ”) in the share capital of Shougang Fushan Resources Group Limited (the of or failing him/her of

asViewpurposesmy/ourHotelofproxyHongconsideringtoKong,attendand,No.andif1actthoughtHarbourfor me/usfit,Road,passingandWanchai,on themy/ourresolutionsHongbehalfKongatastheonset Tuesday,generalout in themeeting29noticeAugustofconveningthe2023Companyatthe11:00Meetingtoa.m.be heldand(theatat“ GM Boardroomany Notice adjournment”)8, andLoweratthereoftheLobby,Meeting(theRenaissance“ Meeting to vote ”)forHarbourforme/usthe and in my/our name(s) in respect of the resolutions as indicated hereunder, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

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----- Start of picture text ----- ORDINARY RESOLUTION FOR [4] AGAINST [4](a) The conditional cash offer (the “ Offer ”) by Octal Capital Limited on behalf of the Company to buy back upto 125,000,000 ordinary shares of the Company (the “ Shares ”) at a price of HK$2.40 per Share in cash andsubject to the terms and conditions set out in the Offer Document (a copy of which marked “ A ” has beenproduced to the General Meeting and initialled by the chairman of the General Meeting for the purpose ofidentification) together with the accompanying acceptance form despatched to the shareholders of theCompany (the “ Shareholders ”) and dated 1 August 2023 be approved, without prejudice to the existingauthority of the Company under the general mandate to buy-back Shares granted by the Shareholders at theannual general meeting of the Company on 31 May 2023, and that any one of the directors of the Companybe and is hereby authorised to execute all such documents (and, where necessary, to affix the seal of theCompany thereon in accordance with the articles of association of the Company) with or withoutamendments and do all such things as he/she considers desirable, necessary or expedient in connection withor to give effect to any matters relating to or in connection with the Offer including without limitation,completion of the Offer.SPECIAL RESOLUTION(b) The waiver (the “ Whitewash Waiver ”) in respect of any obligation under the Codes on Takeovers andMergers and Share Buy-Backs of Hong Kong (the “ Codes ”) of Shougang Holding Shareholders (as definedin the Offer Document) to make a mandatory general offer for the issued Shares not held by the ShougangConcert Group (as defined in the Offer Document) respectively which may, but for such Whitewash Waiver,arise upon completion of the Offer be and is hereby approved, and that any one of the directors of theCompany be and is hereby authorised to execute all such documents (and, where necessary, to affix the sealof the Company thereon in accordance with the articles of association of the Company) with or withoutamendments and do all such things as he/she considers desirable, necessary or expedient in connection withor to give effect to any matters relating to or in connection with the Whitewash Waiver.----- End of picture text -----

Signature[5] :

Date:

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated. 2. Please insert the number of Shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

2. If any proxy other than the chairman of the Meeting is preferred, please strike out “the chairman of the meeting, or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.

3. IMPORTANT: If you wish to vote for a resolution, please “✓” the box marked “For”. If you wish to vote against a resolution, please “✓” the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the GM Notice.

4. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.

5. In order to be valid, this form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited with the share registrar of the Company, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 48 hours before the time appointed for holding the Meeting (i.e., at or before 11:00 a.m. on Saturday, 26 August 2023 (Hong Kong time)), or any adjournment thereof (as the case may be).

6. In the case of joint registered holders of any Share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share as if he/she/it was solely entitled thereto; but if more than one of such holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members of such Shares shall alone be entitled to vote in respect thereof.

7. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

8. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish. If you attend and vote at the Meeting, this form of proxy will be deemed to be revoked.

9. The description of the ordinary resolution and the special resolution is by way of summary only. The full text of the ordinary resolution and the special resolution appear in the GM Notice.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourinstructionssupply forof yourthe Meetingand yourofproxy’sthe Company(or proxies’)(the “ Purposes name(s) and”). Weaddress(es)may transferis onyoura voluntaryand yourbasisproxy’sfor the(orpurposeproxies’)ofname(s)processingandyouraddress(es)request toforourtheagent,appointmentcontractor,of a orproxythird(orpartyproxies)serviceandprovideryour votingwho provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Tengis Limited at the above address.