Tencent Holdings Limited — Proxy Solicitation & Information Statement 2002

Oct 18, 2002

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated in the Cayman Islands with limited liability)

PROPOSED CHANGE OF COMPANY NAME, PROPOSED ALTERATIONS TO THE ARTICLES OF ASSOCIATION, PROPOSED TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND ADOPTION OF A NEW SHARE OPTION SCHEME

The Director would like to inform the shareholders of the Company that they propose the following:

• (1) to change the name of the Company from “Sunlord Chemical Group Limited (東君化工集團有限 公司[*] )” to “Daqing Petroleum and Chemical Group Limited 大慶石油化工集團有限公司”, subject to the approval of the shareholders of the Company;

• (2) to alter the Articles; and

• (3) to terminate the existing share option scheme of the Company and to adopt a new share option scheme.

A circular containing, among other matters, the details of the above proposals and the notice for convening the Extraordinary General Meeting will be despatched to shareholders of the Company as soon as practicable.

PROPOSAL FOR CHANGE OF COMPANY NAME

The board of directors (the “ Directors ”) of Sunlord Chemical Group Limited (the “ Company ”) announces that the Directors proposes to change the name of the Company from “Sunlord Chemical Group Limited （東君化工集團有限公司[*] ）” to “Daqing Petroleum and Chemical Group Limited 大慶石油化工集團 有限公司 ”, subject to the approval of the shareholders of the Company.

Reasons and conditions

With reference to the Company’s announcement made on 30 January 2002 relating to the letter of intent (the “ Letter of Intent ”) signed between the Company and 大慶市經濟貿易委員會 (Daqing City Economics and Trade Committee) on 29 January 2002, the Company is now acting as an agent for the government of Daqing City, the People’s Republic of China (the “ PRC ”) in Hong Kong and Macau and assisting the enterprises in Daqing City, the PRC to seek for business opportunities and fund raising in Hong Kong, Macau and other overseas countries.

Following the said announcement and to implement the terms of the Letter of Intent in an expedient manner, the Directors propose to change the name of the Company from “Sunlord Chemical Group Limited (東君化工集團有限公司[] )” to “Daqing Petroleum and Chemical Group Limited 大慶石油化 工集團有限公司 ”, subject to the approval of the Registrar of Companies in the Cayman Islands and the passing of a special resolution by the shareholders of the Company approving the change of company name at the extraordinary general meeting of the Company to be held on Monday, 18 November 2002 (the “ Extraordinary General Meeting* ”).

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Effects

The proposed change of company name will not affect any rights of the shareholders of the Company. The existing share certificates bearing the present name of the Company shall after the proposed change of company name becoming effective continue to be evidence of title to the shares and will be valid for trading, settlement, registration and delivery for the same number of shares in the new name of the Company. Once the change of company name has become effective, any new share certificates shall be issued in the new name of the Company.

PROPOSED ALTERATIONS TO THE ARTICLES OF ASSOCIATION

To align the articles of association of the Company (the “ Articles ”) with the latest changes of the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the Directors propose that the Articles be altered to permit the distribution corporate communications (including the distribution of a summary of its financial reports) to the members of the Company using electronic means and in either the English or the Chinese language, according to their wish. A special resolution for the alterations to the Articles would be proposed to the shareholders of the Company for approval at the Extraordinary General Meeting.

TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND ADOPTION OF A NEW SHARE OPTION SCHEME

The existing share option scheme of the Company was adopted by a resolution of the then shareholders of the Company passed on 8 April 2001.

Major amendments have been introduced to Chapter 17 of the Listing Rules since September 2001. Under the amended rules, options may no longer be granted under the existing share option scheme unless such grants are made in compliance with the new Chapter 17.

In this connection, the Directors propose to the shareholders of the Company to approve at the Extraordinary General Meeting that, among other matters, the existing share option scheme of the Company will be terminated and a new share option scheme will be adopted.

Application will be made to the Listing Committee of the Stock Exchange for the listings of, and permission to deal in, the shares to be allotted and issued upon the exercise of any options which may be granted under the new share option scheme to be adopted by the Company.

GENERAL

A circular containing details of the proposed change of company name, the proposed alterations to the Articles regarding distribution of corporate communications to shareholders of the Company using electronic means and the proposed termination of the existing share option scheme and the adoption of a new share option scheme and the notice of the Extraordinary General Meeting will be despatched to the shareholders of the Company as soon as practicable. A further announcement will be made about the trading arrangements of the shares of the Company and the exchange of share certificates in the new name when the change of company name has been effective.

By order of the Board of Sunlord Chemical Group Limited Wang Dan Hui Chairman and Executive Director

Hong Kong, 18 October 2002

* for identification purpose only

“Please also refer to the published version of this announcement in China Daily”

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