Tencent Holdings Limited — Proxy Solicitation & Information Statement 2008

Apr 25, 2008

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

==> picture [281 x 38] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 362)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) 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 Thursday, 15 May 2008 at 4:30 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT:

   • (a) the share purchase agreement (the “Share Purchase Agreement”) dated 8 April 2008 entered into between Kenelly Group Limited (the “Vendor”, a connected person of the Company) and Better Day Bio-Chem Technology Ltd. (the “Purchaser”, an indirect wholly-owned subsidiary of the Company) pursuant to which the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the entire issued share capital of Better Lion Holdings Limited (the “Acquisition”), a copy of which has been produced to the EGM marked “A” and signed by the chairman of the EGM for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

   • (b) the directors of the Company (the “Directors”) be and are hereby authorised to execute all such documents and do all such acts and things as they consider desirable, necessary or expedient in connection with and to give effect to the Share Purchase Agreement and the transactions contemplated thereunder.”

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

Hong Kong, 25 April 2008

– 1 –

Notes:

• (i) 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 at 4 p.m. on 9 May 2008 shall qualify for attending and voting at the extraordinary general meeting. The register of members of the Company will be closed from 13 May 2008 to 15 May 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 9 May 2008.

• (ii) 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.

• (iii) 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. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the meeting or any adjournment thereof should he/she so wish.

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.

This announcement will be available for viewing on the website of the Hong Kong Exchange and Clearing Limited (www.hkexnews.hk) and the Company’s website at www.irasia.com/listco/hk/chinazenith.

– 2 –