Tencent Holdings Limited — Governance Information 2024

Apr 8, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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(Stock Codes: 700 (HKD counter) and 80700 (RMB counter))

PROPOSED AMENDMENTS TO THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND THE ADOPTION OF THE FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

This announcement is made pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

The board of directors (the “ Board ”) of Tencent Holdings Limited (the “ Company ”) proposes to (i) make certain amendments (the “ Proposed Amendments ”) to the third amended and restated memorandum of association and articles of association of the Company (the “ Memorandum and Articles of Association ”), for the purpose of, among others, bringing the Memorandum and Articles of Association in line with the relevant amendments made to the Listing Rules effective from 31 December 2023, which mandate the electronic dissemination of corporate communications by listed issuers to their securities holders; and (ii) adopt the fourth amended and restated memorandum of association and articles of association of the Company incorporating and consolidating all the Proposed Amendments (the “ Fourth Amended and Restated Memorandum and Articles of Association ”). Please refer to the Appendix to this announcement for details of the Proposed Amendments.

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The Proposed Amendments as well as the adoption of the Fourth Amended and Restated Memorandum and Articles of Association are subject to approval by the shareholders of the Company by way of special resolution at the annual general meeting to be held on 14 May 2024 or any adjourned meeting. A circular of the Company containing, among others, detailed information of the Proposed Amendments as well as the adoption of the Fourth Amended and Restated Memorandum and Articles of Association will be dispatched to the shareholders of the Company in due course.

By Order of the Board

Ma Huateng Chairman

8 April 2024

As at the date of this announcement, the directors of the Company are:

Executive Director:

Ma Huateng;

Non-Executive Directors:

Jacobus Petrus (Koos) Bekker and Charles St Leger Searle; and

Independent Non-Executive Directors:

Li Dong Sheng, Ian Charles Stone, Yang Siu Shun, Ke Yang and Zhang Xiulan.

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APPENDIX

Details of the Proposed Amendments are as follows:

	Memorandum and Articles of Association	Memorandum and Articles of Association	Memorandum and Articles of Association	**Proposed **	to be amended as
	**currently **		in force
	No.		Articles of Association	No.	articles of association
	Article		Any Notice or document (including any	Article	Any Notice or document (including any
	161		“corporate communication” within the meaning	161	“corporate communication” within the meaning
			ascribed thereto under the rules of the		ascribed thereto under the rules of the
			Designated Stock Exchange), whether or not, to		Designated Stock Exchange), whether or not, to
			be given or issued under these Articles from the		be given or issued under these Articles from the
			Company to a Member shall be in writing or by		Company to a Member shall be in writing or by
			cable, telex or facsimile transmission message		cable, telex or facsimile transmission message
			or other form of electronic transmission or		or other form of electronic transmission or
			communication and any such Notice and		communication and any such Notice and
			document may be served or delivered by the		document may be served or delivered by the
			Company on or to any Member either		Company on or to any Member in any of the
			personally or by sending it through the post in		following manner to the extent permitted by,
			a prepaid envelope addressed to such Member		and in compliance with the requirements of, the
			at his registered address as appearing in the		rules of the Designated Stock Exchange:
			Register or at any other address supplied by him
			to the Company for the purpose or, as the case		(a) personally; or
			may be, by transmitting it to any such address
			or transmitting it to any telex or facsimile		(b) by sending it through the post in a
			transmission number or electronic number or		prepaid envelope addressed to such
			address or website supplied by him to the		Member at his registered address as
			Company for the giving of Notice to him or		appearing in the Register or at any other
			which the person transmitting the notice		address supplied by him to the Company
			reasonably and bona fide believes at the		for the purpose; or
			relevant time will result in the Notice being
			duly received by the Member or may also be		(c) by electronic means by transmitting it to
			served by advertisement in appropriate		any such address or transmitting it to any
			newspapers in accordance with the		telex or facsimile transmission number
			requirements of the Designated Stock Exchange		or electronic number or address or
			or, to the extent permitted by the applicable		website supplied by him to the Company;
			laws, by placing it on the Company’s website		or
			and giving to the member a notice stating that
			the notice or other document is available there		(d) by advertisement in appropriate
			(a “notice of availability”). The notice of		newspapers in accordance with the
			availability may be given to the Member by any		requirements of the Designated Stock
			of the means set out above. In the case of joint		Exchange; or
			holders of a share all notices shall be given to
			that one of the joint holders whose name stands		(e) by placing it on the Company’s Website
			first in the Register and notice so given shall be		and the Designated Stock Exchange’s
			deemed a sufficient service on or delivery to all		website.
			the joint holders.
					In the case of joint holders of a share all notices
					shall be given to that one of the joint holders
					whose name stands first in the Register and
					notice so given shall be deemed a sufficient
					service on or delivery to all the joint holders.

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Memorandum and Articles of Association currently in force Proposed to be amended as No. Articles of Association No. articles of association Article 162 Any Notice or other document: (a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof; (b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company’s website is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member; (c) if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant dispatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, dispatch or transmission shall be conclusive evidence thereof; and Article 162 Any Notice or other document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designated Stock Exchange): (a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof; (b) if sent by electronic communication, shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by rules of the Designated Stock Exchange or any applicable laws or regulations, and it shall not be necessary for the receipt of the electronic communication to be acknowledged by the recipient; (c) if served by being placed on the Company’s Website and the Designated Stock Exchange’s website, shall be deemed to be served on the date on which the Notice or other document first appears on the Company’s Website and the Designated Stock Exchange’s website, or at such later time as may be prescribed by rules of the Designated Stock Exchange;

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Memorandum and Articles of Association currently in force Proposed to be amended as No. Articles of Association No. articles of association (d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations. (d) if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant dispatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, dispatch or transmission shall be conclusive evidence thereof; and (e) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.

Note: The Fourth Amended and Restated Memorandum and Articles of Association is prepared in English with no official Chinese version. Chinese translation is for reference only. In the event of any inconsistency, the English version shall prevail.

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