Tencent Holdings Limited — Proxy Solicitation & Information Statement 2008

Aug 6, 2008

(Incorporated in the Cayman Islands with limited liability)

==> picture [87 x 55] intentionally omitted <==

==> picture [291 x 37] intentionally omitted <==

(Stock Code: 362)

NOTICE OF EXTRAORDINARY GENERAL MEETING

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;

• (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.”;

– 1 –

2. “ 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.

– 2 –