Tencent Holdings Limited — Proxy Solicitation & Information Statement 2008

Aug 7, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Zenith Chemical Group Limited , you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer 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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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 362)

GENERAL MANDATE TO ISSUE SHARES AND GRANT OF SHARE OPTIONS TO A DIRECTOR AND SUBSTANTIAL SHAREHOLDER AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of China Zenith Chemical Group Limited to be held at Unit 1101–12, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong, on Friday, 22 August 2008 at 9:00 a.m. is set out on pages 10 to 11 of this circular. If you are not able to attend the meeting in person, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon and lodge the same with the Branch Share Registrar of China Zenith Chemical Group Limited, Tricor 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 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.

7 August 2008

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
–	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
–	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
–	Grant of Share Options to a Director and Substantial Shareholder . . . . .	4
–	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
–	Procedure to Demand a Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
–	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
–	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Notice of	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

DEFINITIONS

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

“Annual Accounts”	the consolidated annual accounts of the Company
	prepared for publication in the annual reports of the
	Company
“Basic EPS”	the basic earnings per share from continuing
	operations attributable to equity holders of the
	Company as published in the Annual Accounts
“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 Friday, 22
	August 2008 at 9:00 a.m., notice of which is set out on
	pages 10 to 11 of this circular
“associates”	has the meaning as defined in the Listing Rules
“Board”	the board of directors of the Company
“Company”	China Zenith Chemical Group Limited中國天化工集
	團有限公司, a company incorporated in the Cayman
	Islands with limited liability, the Shares of which are
	listed on the Stock Exchange
“connected person(s)”	has the meaning as ascribed to it in the Listing Rules
“Director(s)”	the director(s) of the Company for the time being
“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
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China

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DEFINITIONS

• “Independent Shareholders”

Shareholders who are independent of and not connected with the Directors, Substantial Shareholders or their respective associates

“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

• “Latest Practicable Date” 5 August 2008, being the latest practicable date prior to the printing of this circular for ascertaining certain information of this circular

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “Proposed Grant of The proposed grant of share options to Mr Chan Yuen Share Options” Tung on such terms and conditions as set out in this circular

• “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

“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 and amended by the Board on 30 September 2005 and 14 August 2007 respectively

• “Substantial Shareholder”

has the meaning as defined in the Listing Rules

• “Shareholder(s)” holder(s) of Shares

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Takeovers Code”

the Hong Kong Code on Takeovers and Mergers

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

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LETTER FORM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 362)

Executive Directors: Chan Yuen Tung Chan Yuk Foebe Chiau Che Kong Peng Zhanrong Wu Jianwei

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

Independent non-executive Directors: Ma Wing Yun Bryan Yau Chung Hong Tam Ching Ho Wong Sin Just

Principal Place of Business: Unit 1101–12 Sun Hung Kai Centre 30 Harbour Road Wanchai Hong Kong

7 August 2008

To the Shareholders of the Company

Dear Sir or Madam,

GENERAL MANDATE TO ISSUE SHARES AND GRANT OF SHARE OPTIONS TO A DIRECTOR AND SUBSTANTIAL SHAREHOLDER AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the EGM which, upon approval, would enable the Company to:

• (a) grant the Issue Mandate; and

• (b) grant share options to a Director and Substantial Shareholder.

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LETTER FORM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

At the EGM, it will be proposed, by way of ordinary resolution, that the Directors of the Company 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 of such resolution. Such mandate will give the Director greater flexibility to issue new Shares when it is in the interests of the Group and the Shareholders as a whole.

The Company has an aggregate of 3,740,887,824 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 by the Company from the Latest Practicable Date up to the date of the next annual general meeting, the Issue Mandate would allow the Directors to issue and allot up to a maximum of 748,177,564 Shares, representing 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the EGM.

GRANT OF SHARE OPTIONS TO A DIRECTOR AND SUBSTANTIAL SHAREHOLDER

The 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 and amended by the Board on 30 September 2005 and 14 August 2007 respectively. The purpose of the Share Option Scheme is to enable the Company to provide incentives or rewards to the Eligible Participants for their contribution to the Group.

Under the 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 Share Option Scheme.

At the AGM held on 6 December 2007, the refreshment of the share option scheme mandate was approved by the Shareholders and the Company may grant options under the Share Option Scheme for subscription of up to a total of 363,507,732 Shares, representing 10% of the issued share capital of the Company as at 6 December 2007. Up to the Latest Practicable Date, options carrying the rights to subscribe for 72,000,000. Shares have been granted and the Company may grant options of up to 8.0% (equivalent to 291,507,732 Shares) of the issued share capital of the Company as at 6 December 2007.

Pursuant to Rule 17.03(4), the total number of securities issued and to be issued upon exercise of the options granted to each participant (including both exercised and outstanding options) in any 12-month period must not exceed 1% of the relevant class of securities of the Company in issue unless approved by shareholders in general meeting with such participant and his associates abstaining from voting. Where any further grant of options to a participant would result in the Shares issued and to be issued upon exercise of all options granted and to be granted to such person (including exercised, cancelled and outstanding options) in the 12-month period up to and including the date of such further grant representing an aggregate of over 1% of the relevant class of securities in issue, such further grant must be separately approved by shareholders in general meeting with such participant and his associates abstaining from voting.

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LETTER FORM THE BOARD

Pursuant to Rule 17.04 of the Listing Rules, the grant of options to a Director, chief executive or Substantial Shareholder or any of their respective associates under the Share Option Scheme has to be (i) approved by the independent non-executive Directors; and (ii) where any grant of options to a Substantial Shareholder or an independent nonexecutive Director of the Company, or any of their respective associates would result in the Shares issued and to be issued upon the exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of grant (a) representing in aggregate over 0.1% of the relevant class of securities in issue; and (b) (where the securities are listed on the Stock Exchange), having an aggregate value based on the closing price of the securities at the date of grant, in excess of HK$5 million, such further grant of options must be approved by shareholders of the Company. All connected persons of the Company must abstain from voting in favour at such general meeting.

The Proposed Grant of Share Options

At the Board meeting held on 5 August 2008, subject to the Shareholder’s approval at the EGM, the Board conditionally approve the grant of share options to Mr Chan Yuen Tung, a Director and Substantial Shareholder pursuant to the Share Option Scheme on the following terms and conditions:–

• (i) Number of options to be granted: options entitling the holder to subscribe for an aggregate of 163,578,477 Shares (representing approximately 4.5% of the issued share capital as at 6 December 2007) in three batches of 54,526,159 Shares each upon fulfilment of the Vesting Conditions as follows:–

				Number of
				Shares to be	% of the
				issued upon	Shares in
				exercise of	issue as at
				the Share	6 December
	Exercise Price	Vesting Date	Vesting Conditions	Options in full	2007
First Batch Option	HK$0.478	Date of the	the Basic EPS for the	54,526,159	1.5%
		independent auditors’	financial year ending	Shares
		report for the year	2008 is not less than
		ending 30 June 2008	120% as compared to
			that of the financial
			year ended
			30 June 2007
Second Batch Option	HK$0.478	Date of the	the Basic EPS for the	54,526,159	1.5%
		independent auditors’	financial year ending	Shares
		report for the year	2009 is not less than
		ending 30 June 2009	120% as compared to
			that of the financial
			year ended
			30 June 2008

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LETTER FORM THE BOARD

Number of Shares to be issued upon exercise of the Share 6 Exercise Price Vesting Date Vesting Conditions Options in full Third Batch Option HK$0.478 Date of the the Basic EPS for the 54,526,159 independent auditors’ financial year ending Shares report for the year 2010 is not less than ending 30 June 2010 120% as compared to that of the financial year ended 30 June 2009 TOTAL: 163,578,477 Shares	% of the Shares in issue as at December 2007 1.5%
	4.5%

• (ii) Exercise Period: the options may be exercised from the relevant time of the vesting up to the expiry of the option period, which is the tenth anniversary of the date of grant.

• (iii) Exercise Price: HK$0.478, which pursuant to the rules of the Share Option Scheme, is not less than the highest of:

• (a) the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet for trades in one or more board lots of Shares on 5 August 2008, the date of the Board meeting approving the Proposed Grant of Share Options;

• (b) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding 5 August 2008, the date of the Board meeting approving the Proposed Grant of Share Options; and

• (c) the nominal value of a Share.

• (iv) Amount payable upon acceptance of the grant of the share options: HK$1.00

• (v) Performance Target: there is no performance target for the exercise of the Share Options.

As at the Latest Practicable Date, Mr Chan Yuen Tung held 1,048,830,287 Shares representing approximately 28.04% of the issued share capital of the Company. Assuming that the Vesting Conditions are fulfilled at the relevant times in 2008, 2009 and 2010, Mr Chan Yuen Tung will exercise all the outstanding options at the earliest possible period, and Mr Chan Yuen Tung will not further deal with, acquire or dispose of any Shares or

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LETTER FORM THE BOARD

underlying shares of the Company up to the expiry of the exercise period of the share options granted to him, and on the basis that no Shares would be issued by the Company from the Latest Practicable Date, the number of Shares held by Mr Chan Yuen Tung is set out as follows:–

	Number of
	Shares held
	(Assuming all	Total
	share options	issued share	(A) as a
	are exercised	capital of the	percentage of
Date	in full) (A)	Company (B)	(B)
As at the Latest Practicable Date	1,048,830,287	3,740,887,824	28.04%
Upon exercise of the First Batch Option	1,103,356,446	3,795,413,983	29.07%
Upon exercise of the Second Batch Option	1,157,882,605	3,849,940,142	30.08%
Upon exercise of the Third Batch Option	1,212,408,764	3,904,466,301	31.05%

In the 12-month period up to and including the Latest Practicable Date, the Company has not granted any share option (including options exercised, cancelled and outstanding) carrying the rights to subscribe for Shares to Mr Chan Yuen Tung. The Proposed Grant of Share Options will result in the Shares to be issued to Mr Chan Yuen Tung upon the exercise of the share options to be granted to him in the 12-month period up to and including the date of grant exceeding 0.1% of the total issued share capital of the Company and the aggregate value of the share options based on the closing price of the Shares at the date of Board meeting approving the Proposed Grant of Share Options was in excess of HK$5 million.

Therefore, pursuant to Rule 17.03(4), the Proposed Grant of Share Options, which upon fulfilment of the Vesting Conditions, will entitle Mr Chan Yuen Tung to subscribe for more than 1% of the Shares in issue in the 12-month period from the relevant Vesting Date(s), has to be approved by Independent Shareholders at the general meeting of the Company where Mr Chan Yuen Tung and his associates must abstain from voting. Furthermore, pursuant to Rule 17.04 of the Listing Rules, the Proposed Grant of Share Options has to be approved by (i) the independent non-executive Directors; and (ii) the Independent Shareholders by poll at a general meeting where all connected persons of the Company must abstain from voting in favour of the resolution approving the Proposed Grant of Share Options.

In order to comply with the requirements under both Rule 17.03(4) and Rule 17.04 of the Listing Rules, voting on the resolution for approving the Proposed Grant of Share Options will be conducted by poll where all connected persons shall abstain from voting in favour of the resolution whereas Mr Chan Yuen Tung and his associates (if any) shall abstain from voting. Mr Chan Yuen Tung and his associates (if any), have indicated to the Board that he/they will abstain from voting on the resolution approving the Proposed Grant of Share Options at the EGM.

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LETTER FORM THE BOARD

Mr Chan Yuen Tung also indicated to the Company that, if required, he would apply to the Securities and Futures Commission for a waiver from the obligation to make a general offer pursuant to Rule 26 of the Takeovers Code on exercise of the share options whereby he will hold 30% or more of the voting rights of the Company.

Mr Chan Yuen Tung entered into a supplemental service contract with the Company dated 5 August 2008 pursuant to which his salary has been revised from HK$180,000 per month to be paid monthly in arrears commencing from 29 October 2007 to become HK$10,000 per annum payable in arrears on 30 June of each financial year until the service agreement terminates on 30 June 2010. The proposed change and the supplemental service contract was approved by the Board on 5 August 2008 and will take immediate effect.

Recommendation of the independent non-executive Directors

The independent non-executive Directors consider that Vesting Conditions of the Proposed Grant of Share Options based on an annual growth rate of not less than 20% in the Basic EPS is fair and reasonable as an incentive and is in the interest of the Company and the Shareholders as a whole. Subject to the approval by the Independent Shareholders at the EGM, and taking into account the possible change in control of the Company, the independent non-executive Directors approved the Proposed Grant of Share Options at the Board meeting held on 5 August 2008. The independent non-executive Directors also recommend that the Independent Shareholders should vote in favour of the resolution approving the Proposed Grant of Share Options.

EXTRAORDINARY GENERAL MEETING

A notice of the EGM is set out on pages 10 to 11 of this circular. A form of proxy for use at the EGM is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with 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, Tricor 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 EGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting at the EGM or any adjournment thereof if they so wish.

PROCEDURE TO DEMAND A POLL

In accordance with Article 72 of the Articles of Association, 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

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LETTER FORM THE BOARD

• (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

• (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. 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 granting of the Issue Mandate and the Proposed Grant of Share Options 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.

Yours faithfully,

For and on behalf of the Board

China Zenith Chemical Group Limited

Chan Yuk Foebe

Chief Executive Officer

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 362)

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting of China Zenith Chemical Group Limited (the “Company”) will be held at Unit 1101–12, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Friday, 22 August 2008 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to paragraph (c) below, the exercise by 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;

3. (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;

4. (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

5. (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.”;

• “ THAT :

the grant of share options to a director and substantial shareholder of the Company, Mr Chan Yuen Tung, to subscribe for 163,578,477 Shares, representing approximately 4.5% of the Shares in issue as at 6 December 2007, pursuant to the Share Option Scheme and subject to such terms and conditions as set out in the circular of the Company dated 7 August 2008, be and is hereby approved and that the directors of the Company be authorised to take all steps as may be necessary or desirable to implement the same.”

By Order of the Board China Zenith Chemical Group Limited Chan Yuk Foebe Chief Executive Officer

Hong Kong, 7 August 2008

As at the date hereof, Mr Chan Yuen Tung, Ms Chan Yuk Foebe, Mr Chiau Che Kong, Mr Peng Zhanrong and Mr Wu Jianwei are the executive Directors and Mr Ma Wing Yun Bryan, Mr Yau Chung Hong, Mr Tam Ching Ho and Dato’ Wong Sin Just are the independent non-executive Directors.

Notes:

• 1) The members of the Company whose names appear on the register of members held by the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong on 22 August 2008 shall qualify for attending and voting at the extraordinary general meeting. The register of members of the Company will be closed from on 20 August 2008 to 22 August 2008, both days inclusive, during which period no share transfer will be registered. In order to qualify to attend and vote on the proposed resolutions set out in this notice, all transfers accompanied by the relevant share certificates must be lodged with Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not later than 4:00 p.m. on 19 August 2008.

• 2) 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.

• 3) 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, Tricor 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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