Tencent Holdings Limited — Proxy Solicitation & Information Statement 2007

Jun 7, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular, you should consult your stockbroker, or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Daqing Petroleum and Chemical Group Limited , you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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DAQING PETROLEUM AND CHEMICAL GROUP LIMITED 大慶石油化工集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 362)

PROPOSED CHANGE OF COMPANY NAME AND GENERAL MANDATE TO ISSUE SHARES AND REFRESHMENT OF THE LIMIT OF THE EXISTING SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of Daqing Petroleum and Chemical Group Limited to be held at Unit 1101-12, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Thursday, 28 June 2007 at 4:30 p.m. is set out on page 11 to page 13 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible and in any event by no later than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof if you so wish.

6 June 2007

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General mandate to issue Shares and refreshment of
the Existing Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Refreshment of the Existing Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . . . . .	6
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Procedure to demand a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . .	11

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“Articles”	the articles of association of the Company
“Board”	the board of Directors
“Cayman Islands Company Law”	the Companies Law (Law 3 of 1961, as consolidated
	and revised) of the Cayman Islands
“Change of Company Name”	the proposed change of the name of the Company from
	“Daqing Petroleum and Chemical Group Limited大
	慶石油化工集團有限公司” to “China Zenith Chemical
	Group Limited中國天化工集團有限公司”
“Company”	Daqing Petroleum and Chemical Group Limited, a
	company incorporated in the Cayman Islands with
	limited liability and the shares of which are listed on
	the Stock Exchange
“Companies Ordinance”	Companies Ordinance (Chapter 32 of the Laws of Hong
	Kong)
“Directors”	the directors of the Company
“EGM”	the extraordinary general meeting of the Company to
	be held at Unit 1101-12, Sun Hung Kai Centre, 30
	Harbour Road, Wanchai, Hong Kong on Thursday, 28
	June 2007 at 4:30 p.m., notice of which is included on
	page 11 to page 13 of this circular
“Eligible Participants”	any employee or executive (including executive
	director, non-executive director and independent non-
	executive director of the Group or any Invested Entity),
	supplier of goods or services, customer, any person or
	entity that provides research, development or other
	technological support, Shareholders, advisers or
	consultants relating to business development, and joint
	venture partner or counterparty to business
	transactions to the Group or any Invested Entity
“Existing Scheme Mandate Limit”	10% of the issued share capital of the Company as at
	the date of adoption of the Existing Share Option
	Scheme which may be issued upon exercise of all
	options to be granted under the Existing Share Option
	Scheme and any other share option schemes of the
	Group

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DEFINITIONS

“Existing Share Option Scheme”	the existing share option scheme of the Company
	approved by the Shareholders of the Company at the
	extraordinary general meeting held on 18 November
	2002
“First Refreshed Limit”	the scheme mandate limit under the Existing Share
	Option Scheme which set out the maximum number
	of share options to be granted by the Company
	refreshed by the Shareholders on 2 December 2005,
	being 10% of the issue share capital of the Company
	as at 2 December 2005
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Initial Limit”	the initial scheme mandate limit under the Existing
	Share Option Scheme which set out the maximum
	number of share options to be granted by the Company
	at the time of adoption of the Existing Share Option
	Scheme, being 10% of the issued share capital of the
	Company at the time of adoption of the Existing Share
	Option Scheme
“Invested Entity”	any entity in which any member of the Group holds
	any equity interest
“Issue Mandate”	the general and unconditional mandate proposed to
	be granted to the Directors to allot, issue and deal
	with Shares with an aggregate nominal amount not
	exceeding 20% of the aggregate nominal amount of
	the share capital of the Company in issue as at the
	date of passing of the relevant resolution approving
	this issue mandate at the EGM, which is extended by
	the additional number of Shares repurchased under
	the Repurchase Mandate

“Latest Practicable Date”	1 June 2007, being the latest practicable date prior to
	the printing of this circular for the purpose of
	ascertaining certain information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Previous AGM”	the annual general meeting of the Company held on 7
	December 2006

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DEFINITIONS

“Repurchase Mandate”	the general and unconditional mandate granted to the
	Directors at the Previous AGM to repurchase Shares
	with an aggregate amount of which shall not exceed
	210,154,000 Shares being 10% of the aggregate nominal
	amount of the share capital of the Company in issue
	as at the date of the Previous AGM of 2,101,540,000
	Shares
“SFO”	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
“Share(s)”	share(s) of HK$0.01 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of Shares
“Stock Exchange”	the Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

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LETTER FROM THE BOARD

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DAQING PETROLEUM AND CHEMICAL GROUP LIMITED 大慶石油化工集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 362)

Executive Directors: Ms. Chan Yuk Foebe Mr. Chiau Che Kong Mr. Peng Zhanrong

Independent non-executive Directors: Mr. Ma Wing Yun Bryan Mr. Yau Chung Hong

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1–1111 Cayman Islands

Principal Place of Business: Unit 1101-12 Sun Hung Kai Centre 30 Harbour Road Wanchai Hong Kong 6 June 2007

To the Shareholders

Dear Sir and Madam,

INTRODUCTION

The Board announced on 30 May 2007 that the Board proposed to change the name of the Company from “Daqing Petroleum and Chemical Group Limited 大慶石油化工集 團有限公司 ” to “China Zenith Chemical Group Limited 中國天化工集團有限公司 ”. Pursuant to the Articles, the proposed Change of Company Name is subject to, approval by the Shareholders by way of special resolution at the EGM. The Company will carry out the necessary filing procedures as required by the Registrar of Companies in Hong Kong and Cayman Islands once the Change of Company Name becomes effective.

At the Previous AGM, the resolutions to (1) grant a general mandate to the Directors to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital as at the date of the Previous AGM; and (2) refresh the limit of the Existing Share Option Scheme of the Company were not passed by the Shareholders. The

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LETTER FROM THE BOARD

Board wishes to once again seek approval of the Shareholders by way of ordinary resolution at the EGM to:

• (1) grant the Issue Mandate;

• (2) to extend the Issue Mandate by an amount representing the aggregate amount of the Shares repurchased by the Company pursuant to the Repurchase Mandate; and

• (3) refresh the limit of the Existing Share Option Scheme of the Company.

The purposes of this circular are to (i) provide you with information regarding the special and ordinary resolutions to be proposed at the EGM mentioned above and (ii) to give notice of the EGM.

PROPOSED CHANGE OF COMPANY NAME

Reasons and conditions of the proposed Change of Company Name

Reference is made to the announcement of the Company dated 30 May 2007, the Board proposed to change the name of the Company from “Daqing Petroleum and Chemical Group Limited 大慶石油化工集團有限公司 ” to “China Zenith Chemical Group Limited 中國天化工集團有限公司 ”. Pursuant to the Articles, the proposed Change of Company Name is subject to the approval by the Shareholders by way of special resolution at the EGM. The Company will carry out the necessary filing procedures as required by the Registrar of Companies in Hong Kong and Cayman Islands once the Change of Company Name becomes effective.

With reference to the announcement and circular of the Company dated 17 January 2007 and 8 February 2007, respectively, the Company entered into an agreement with an independent third party (as defined in the Listing Rules) for the disposal of the Company’s subsidiary, Earlsmead Enterprises Limited (“Earlsmead”), which is engaged in the manufacture and sale of petroleum refined products. After the disposal, the Group’s main focus is now on the manufacture and sale of coal-related chemical products and biochemical products and generation and supply of power and steam businesses. The Directors proposed the Change of Company Name to truly reflect the Group’s principal businesses in which the Group is now focused on after the disposal of Earlsmead.

Share certificates

The proposed Change of Company Name will not affect any of the rights of the Shareholders. The share certificates bearing the Company’s existing name will continue to be evidence of title to the Shares and valid for trading, settlement, registration and delivery purposes. There will not be any arrangements for free exchange of existing share certificates for new share certificates under the new name of the Company. However, only new share certificates of the Company will be issued under the new name of the Company after the Change of Company Name becomes effective.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES AND REFRESHMENT OF THE EXISTING SCHEME MANDATE LIMIT

At the Previous AGM, the resolutions to (1) grant a general mandate to the Directors to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the issued capital as at the date of the Previous AGM; and (2) refresh the limit of the Existing Share Option Scheme of the Company were not passed by the Shareholders. In view of current sustained favorable market condition since the Previous AGM, the Directors consider that the proposed granting of the Issue Mandate to the Directors may provide flexibility to raise funds through equity financing in the future and the Company currently does not have any fund raising plan. The Directors also believe the proposed refreshment of the Existing Scheme Mandate Limit will enable the Company to provide incentives or rewards to the Eligible Participants for their contribution to the Group. Therefore, the Board wishes to once again seek approval of the Shareholders by way of ordinary resolution at the EGM to grant the Issue Mandate to the Directors, to extend the Issue Mandate by an amount representing the aggregate amount of the Shares repurchased by the Company pursuant to the Repurchase Mandate and refresh the limit of the Existing Share Option Scheme of the Company.

1. General mandate to issue Shares

At the EGM, it will be proposed, by way of ordinary resolution, that the Directors be given a general and unconditional mandate to allot, issue and deal with Shares with an aggregate nominal amount up to 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing such resolution. The Directors believe such mandate will give the Director greater flexibility to raise fund through equity financing in the future when it is in the interests of the Group and the Shareholders as a whole.

The Company has an aggregate of 3,152,310,015 Shares in issue as at the Latest Practicable Date. Subject to the passing of the proposed ordinary resolution at the EGM for the approval of granting the Issue Mandate to the Directors and on the basis that no Shares would be issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the EGM, the Issue Mandate would allow the Directors to issue and allot up to a maximum of 630,462,003 Shares, representing 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the EGM.

In addition, it will be further proposed, by way of a separate ordinary resolution, that the Issue Mandate be extended by adding to it the number of Shares repurchased under the Repurchase Mandate. Any issue of new Shares in the Company is subject to approval from the Stock Exchange for the listing of and permission to deal such new Shares.

2. Refreshment of the Existing Scheme Mandate Limit

The Existing Share Option Scheme was adopted by the resolution passed by the Shareholders at the extraordinary general meeting of the Company held on 18 November 2002. The purpose of the Existing Share Option Scheme is to enable the Company to provide incentives or rewards to the Eligible Participants for their contribution to the Group.

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LETTER FROM THE BOARD

Under the Existing Share Option Scheme, the Directors were authorized to grant options to subscribe for Shares thereunder and to allot, issue and deal with Shares pursuant to the exercise of options granted under the Existing Share Option Scheme. The Company may grant options up to the Initial Limit, i.e. 10% (equivalent to 87,300,000 Shares) of the issued share capital of the Company as at the date of adoption of the Existing Share Option Scheme. Under the Initial Limit, options carrying the rights to subscribe for 20,000,000 Shares were granted and 13,000,000 of which were exercised (representing approximately 0.41% of the issued share capital of the company as at the Latest Practicable Date). 7,000,000 share options granted under the Initial Limit of the Existing Share Options Scheme were lapsed during the year ended 30 June 2006.

At the annual general meeting of the Company held on 2 December 2005, the Initial Limit was refreshed and the First Refreshed Limit was approved by the Shareholders. Pursuant to the First Refreshed Limit, the Company may grant options under the Existing Share Option Scheme up to 10% of the issued share capital of the Company as at 2 December 2005, i.e. not exceeding 166,441,000 Shares. Up to the Latest Practicable Date, options carrying the rights to subscribe for 166,100,000 Shares have been granted under the First Refreshed Limit and 98,330,000 of which were exercised.

The Company completed an open offer on 9 January 2007. The open offer offered 1,050,770,000 offer shares on the basis of one offer share for every two existing Shares held by the qualifying shareholders on the record date at a price of HK$0.3 per offer share. With effect from the completion of the open offer, the remaining outstanding and unexercised options granted under the First Refreshed Limit of 67,770,000 were adjusted to 72,610,714 and the exercise prices of these outstanding options have been adjusted. The auditor of the Company has reviewed such adjustments and confirmed in writing that such adjustments satisfy the requirements pursuant to Rule 17.03(13) of the Listing Rules. Further detail of the adjustments are as follows:

	Before the	open offer	After the open	offer
	Number of Shares		Number of Shares
	to be allotted upon		to be allotted upon
	the exercise of the	Exercise price	the exercise of the	Exercise price
Date of grant	outstanding options	of options	outstanding options	of options
		HK$		HK$
3 January 2006	13,770,000	0.363	14,753,571	0.339
4 May 2006	54,000,000	0.552	57,857,143	0.515
	67,770,000		72,610,714

As at the Latest Practicable Date, there remain 72,610,714 options outstanding and unexercised under the Existing Share Option Scheme, which entitle their respective holders to subscribe for a total of 72,610,714 Shares (representing approximately 2.30% of the issued share capital of the Company as at the Latest Practicable Date). Options, if not granted under the First Refreshed Limit, will not be granted in the future upon the approval of the refreshment of the Existing Scheme Mandate Limit at the EGM.

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LETTER FROM THE BOARD

Apart from the Existing Share Option Scheme, the Company has no other share option scheme currently in force. The Directors consider that the Company should refresh the Existing Scheme Mandate Limit so that the Company could have more flexibility to provide incentives to those Eligible Participants of the Existing Share Option Scheme by way of granting share options to them. If the refreshment of the Existing Scheme Mandate Limit is approved at the EGM, based on the 3,152,310,015 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be allotted and issued and no Shares will be repurchased after the Latest Practicable Date and up to the date of the EGM, the Company will be allowed to grant options under the Existing Share Option Scheme for subscription of up to a total of 315,231,001 Shares, representing 10% of the issued share capital of the Company as at the date of the EGM.

The following table shows the details of the options granted/exercised/lapsed/ outstanding under the Existing Share Option Scheme up to the Latest Practicable Date:

		Under
	Under	First
	Initial	Refreshed
	Limit	Limit	Total
No. of options granted	20,000,000	166,100,000	186,100,000
No. of options exercised	13,000,000	98,330,000	111,330,000
No. of options lapsed	7,000,000	–	7,000,000
No. of outstanding options*	–	72,610,714	72,610,714

Note:

• with effect from the completion of the open offer by the Company on 9 January 2007, the number of outstanding options granted under the First Refreshed Limit of 67,770,000 were adjusted to 72,610,714.

So far as the Company is aware, there is no grantee under the Existing Share Option Scheme be granted with options which exceed the limit of 1% of the issued share capital of the Company in the 12-month period up to and including the date of grant as set out in Rule 17.03(4) of the Listing Rules.

The maximum number of Shares to be issued upon exercise of all outstanding options granted and yet to be exercised under the Existing Share Option Scheme and any other share option scheme of the Group must not in aggregate exceed 30% of the issued share capital of the Company from time to time as set out in Rule 17.03(3) of the Listing Rules. The Company has so far complied with Rule 17.03(3) of the Listing Rules. The Directors consider that the refreshment of the Existing Scheme Mandate Limit is in the interests of the Group and the Shareholders as a whole because it enables the Company to reward and motivate the Eligible Participants under the Existing Share Option Scheme.

The refreshment of the Existing Scheme Mandate Limit is conditional upon:

• (i) the passing of the relevant ordinary resolution at the EGM;

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LETTER FROM THE BOARD

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in any new Shares which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the options that may be granted under the refreshed limit of the Existing Share Option Scheme up to 10% of the issued share capital of the Company as at the date of passing of the ordinary resolution at the EGM; and

• (iii) the submission of the application Form C1 by the Company to the Stock Exchange.

The documents of the Existing Share Option Scheme are available for public inspection at the head office of the Company in Hong Kong at Unit 1101-12, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong during normal business hours on any weekday, except public holiday, from the date of this circular up to and including the date of the EGM.

EGM

Set out on page 11 to page 13 of this circular is a notice convening the EGM to be held at Unit 1101-12, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Thursday, 28 June 2007 at 4:30 p.m. for the purpose of considering, and if thought fit, pass the resolutions to approve the proposed Change of Company Name, the Issue Mandate, the extension of the Issue Mandate and the refreshment of the Existing Scheme Mandate Limit.

A form of proxy is herewith enclosed with this circular for use at the EGM. Whether or not you are able to attend the meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible and, in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. Further announcements will be made by the Company on the change of its name and trading short name once the Change of Company Name becomes effective.

PROCEDURE TO DEMAND A POLL

In accordance with article 72 of the Articles, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless voting by way of poll is required by the Listing Rules or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

• (a) by the chairman of the meeting; or

• (b) by at least three Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

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LETTER FROM THE BOARD

• (c) by any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

• (d) by any Shareholder or Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and holding Shares in the Company conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right; or

• (e) if required by the Listing Rules, by any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing five per cent (5%) or more of the total voting rights at such meeting.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors consider that the proposed Change of Company Name, the granting of the Issue Mandate to the Directors, the extension of the Issue Mandate and the refreshment of the Existing Scheme Mandate Limit are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the EGM.

By Order of the Board

Daqing Petroleum and Chemical Group Limited Chan Yuk Foebe Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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DAQING PETROLEUM AND CHEMICAL GROUP LIMITED 大慶石油化工集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 362)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN (the “Notice”) that an extraordinary general meeting of Daqing Petroleum and Chemical Group Limited (the “Company”) will be held at Unit 1101-12, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Thursday, 28 June 2007, at 4:30 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company:

ORDINARY RESOLUTIONS

• 1A. “ THAT :

• (a) subject to paragraph (c) below, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers, after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

  • “Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

  • (i) the conclusion of the next annual general meeting of the Company;

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders in general meeting.”;

• 1B. “ THAT subject to the passing of resolution no. 1A, the general mandate granted to the directors of the Company to allot, issue, dispose of and deal in additional shares and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to resolution no. 1A be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares capital of the Company repurchased by the Company under the powers granted pursuant to the general mandate granted to the Directors to repurchase shares of the Company in the annual general meeting of the Company on 7 December 2006, provided that such amount of shares repurchased shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution.”

• 1C. “ THAT the existing scheme limit under the share option scheme adopted by a resolution of the shareholders of the Company on 18 November 2002 (“Share Option Scheme”) be refreshed so that the aggregate nominal amount of the shares of the Company to be allotted and issued pursuant to the grant or exercise of the share options under the Share Option Scheme (excluding share options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme) shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution (“Refreshed Scheme Limit”) and that the Directors be and are hereby authorised, subject to compliance with the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time), to grant share options under the Share Option Scheme up to the Refreshed Scheme Limit and to exercise all the powers of the Company to allot, issue and deal with shares of the Company pursuant to the exercise of such share options”.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

1. “ THAT the name of the Company be changed from “Daqing Petroleum and Chemical Group Limited 大慶石油化工集團有限公司 ” to “China Zenith Chemical Group Limited 中國天化工集團有限公司 ” and the Directors be and are hereby authorised generally to do such acts and things and execute all documents or make such arrangements as they may consider necessary or expedient to effect the change of name.”

By Order of the Board Daqing Petroleum and Chemical Group Limited Chan Yuk Foebe Executive Director

Hong Kong, 6 June 2007

As at the date hereof, Ms. Chan Yuk Foebe, Mr. Chiau Che Kong and Mr. Peng Zhanrong are the executive Directors and Mr. Ma Wing Yun Bryan and Mr. Yau Chung Hong are the independent non-executive Directors.

Notes:

• (a) The members of the Company whose names appear on the register of members held by the Company’s branch share registrar in Hong Kong, Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong at 4:00 p.m. on 20 June 2007 shall qualify for attending and voting at the extraordinary general meeting.

• (b) A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company.

• (c) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or other authority, must be lodged with the Company’s branch share registrar in Hong Kong, Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting or at any adjournment thereof.

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