Tencent Holdings Limited — Proxy Solicitation & Information Statement 2010

Sep 28, 2010

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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make 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)

PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE SHARES 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, Wan Chai, Hong Kong, on Friday, 15 October 2010 at 4:30 p.m. is set out on pages 11 to 12 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.

29 September 2010

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board
–	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
–	Proposed Grant of Specific Mandate to Issue Shares . . . . . . . . . . . . . . .	3
–	Proposed Issue of Taiwan Depositary Receipts . . . . . . . . . . . . . . . . . . .	4
–	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
–	Voting by way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
–	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
–	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11

DEFINITIONS

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

• “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, whose Shares are listed on the Hong Kong Stock Exchange

• “Connected Persons” has the meaning ascribed to it under the Listing Rules

• “Director(s)” the director(s) of the Company for the time being

• “EGM” the extraordinary general meeting of the Company to be held at Unit 1101-12, Sun Hung Kai Centre, 30 Harbour Road, Wan Chai, Hong Kong on Friday, 15 October 2010 at 4:30 p.m., notice of which is set out on pages 11 to 12 of this circular

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

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

• “Latest Practicable Date”

• 24 October 2010, 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 Hong Kong Stock Exchange

• “New Shares”

• new Shares proposed to be issued as underlying securities for the purpose of the TDR Issue

• “PVC”

• polyvinyl-chloride

• “Relevant Authorities”

• The Taiwan Central Bank, the Taiwan Stock Exchange and the Taiwan Securities and Futures Bureau

• “Shareholder(s)”

• holder(s) of Shares

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DEFINITIONS

• “Share Option Scheme”

• “Share(s)”

• “Specific Mandate”

• “Taiwan Central Bank”

• “Taiwan Securities and Futures Bureau”

• “Taiwan Stock Exchange”

• “TDR”

• “TDR Issue”

• “%”

• the share option scheme of the Company adopted by a resolution of the shareholders of the Company on 18 November 2002.

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

• a specific mandate to be granted by the Shareholders at the EGM to authorise the Board to allot and issue not more than 1.2 billion New Shares pursuant to the TDR Issue

• the Central Bank of the Republic of China

• Taiwan Financial Supervisory Commission, Securities and Futures Bureau

Taiwan Stock Exchange Corporation

• the Taiwan depositary receipts proposed to be issued by a depositary bank in Taiwan pursuant to the TDR Issue

• The proposed issue of not more than 170 million units of TDR (comprising initially not more than 1.2 billion New Shares as underlying securities), subject to the approval by the Relevant Authorities and the adjustment (if any) by the Board

• Percentage

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LETTER FROM 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

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

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

29 September 2010

To the Shareholders of the Company

Dear Sir or Madam,

PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE SHARES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolution to be proposed at the EGM to be held on Friday, 15 October 2010 relating to the proposed grant of a specific mandate to the Board to issue Shares pursuant to the TDR Issue.

PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE SHARES

At the EGM, it will be proposed, by way of ordinary resolution, that the Directors be given a specific mandate to allot and issue not more than 1.2 billion New Shares to satisfy the allotment and issue of Shares pursuant to the TDR Issue.

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LETTER FROM THE BOARD

The Company has an aggregate of 6,219,331,736 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 Specific Mandate to the Directors and the granting of approval by the Hong Kong Stock Exchange for the listing of, and permission to deal in, the New Shares on the Hong Kong Stock Exchange, the Specific Mandate would allow the Directors to allot and issue up to 1.2 billion Shares. This represents 19.29% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the EGM.

PROPOSED ISSUE OF TAIWAN DEPOSITARY RECEIPTS

The Company hereby announces that the Board of Directors (the “Board”) of the Company has approved the proposed offer and issue of Taiwan Depository Receipts (“ TDR ”) by the Company. The Company will engage a depositary bank for the proposed issue of TDR.

As of the Latest Practicable Date, detailed terms of the TDR, including the offer price, are still subject to finalisation. The Company intends to seek a listing of the TDR on the Taiwan Stock Exchange Corporation (the “ Proposed TDR Listing ”). The TDR Issue will be made after approvals have been obtained from the regulatory authorities in Taiwan in respect of the Proposed TDR Listing. The Company has engaged SinoPac Securities Corporation to handle the application for the Proposed TDR Listing. The approval of the Specific Mandate is required for the application for the Proposed TDR Listing which is expected to be filed with the relevant regulatory authorities in Taiwan in October 2010. The Company will make further announcement(s) when the application to the Taiwan regulatory authorities is made.

The Board is pleased to announce that the proposed offering and listing of TDR will represent not more than 1.2 billion New Shares to be issued by the Company. Each unit of TDR represents 10 to 20 Shares. The TDR Issue is also subject to approval by the Taiwan Securities and Finance Bureau, application for which will be made after the grant of approvals by the Taiwan Stock Exchange and the Taiwan Central Bank. The Company will also apply to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the New Shares on the Hong Kong Stock Exchange.

It is currently proposed that the TDR will be offered in Taiwan by way of offer for subscription by the public in Taiwan and to selected institutional and individual investors in Taiwan. None of the TDR will be offered to the general public in Hong Kong nor will they be placed to any connected persons of the Group.

Details in respect of the TDR Issue, including the size and structure of the TDR Issue, the number of New Shares to be issued by the Company pursuant to the TDR Issue and the expected timetable, have not yet been finalised as at the Latest Practicable Date. A further announcement will be made by the Company upon finalisation of the structure of the TDR Issue.

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LETTER FROM THE BOARD

The preliminary structure of the TDR Issue is proposed as follows:

Type of securities to be issued:

TDR, to be issued by a depositary bank in Taiwan evidencing the entitlement of the holders of TDR to the Shares that are held in custody by a custodian bank.

Number of New Shares to which the TDR Issue relates:

Not more than 1.2 billion New Shares, which are expected to be allotted and issued by the Company as the underlying securities for the issuance of up to 120 million units of TDR under the Specific Mandate.

The 1.2 billion New Shares will be issued at an aggregate nominal value of HK$12 million and represent (i) approximately 19.29% of the issued share capital of the Company as at the Latest Practicable Date; and (ii) approximately 16.17% of the enlarged issued share capital of the Company following the issue of the 1.2 billion New Shares under the TDR Issue.

The New Shares will rank pari passu in all respects with the Shares then in issue on the date of issue of the new Shares.

Number of TDR to be issued:

Not more than 170 million units of TDR, each representing 10 Shares or not more than 85 million units of TDR, each representing 20 Shares. The final number of TDR and the number of Shares underlying each TDR to be issued and offered and the structure of the TDR Issue shall be subject to the approval of the Relevant Authorities and the adjustment (if any) by the Board and the underwriters of the TDR Issue. As recommended by Sinopac Securities Corporation, the underwriter of the TDR Issue, the Company tentatively agrees to increase the offer size from the initially contemplated size (based on 1 TDR representing 10 Shares) of not more than 120 million units of TDR to up to 170 million units of TDR (comprising not more than 1.2 billion New Shares and up to 500 million Shares from Shareholders(s), if any, to be located by the underwriter of the TDR Issue).

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LETTER FROM THE BOARD

Basis for determining the issue price of the TDR:

• The issue price of the TDR, which will be agreed in writing between the Company and Sinopac Securities Corporation, the underwriter for the TDR Issue, is expected to be determined with reference to the then prevailing market conditions, the closing price of the Shares, the industry conditions at the time of the TDR Issue, the performance of the Company as well as conditions for future development of the Company’s business. The issue price will represent a discount of not more than 20% to the benchmarked price of the underlying Shares for the TDR Issue, such benchmarked price tentatively being the closing price of the Shares immediately before, or the average closing price of the Shares as quoted on the Hong Kong Stock Exchange in the three or five trading days immediately before, the relevant pricing date.

Use of proceeds:

The Board intends to apply the net proceeds from the TDR Issue in the following manner:

• (a) as to 80% of the net proceeds for the second phase of the construction project of calcium carbide production facilities in Heihe, the People’s Republic of China, under the Group’s plan to produce calcium carbide; and

• (b) as to 20% of the net proceeds for general working capital of the Group.

The issue price for the TDR Issue, if proceeded with, and the amount of funds to be raised from the TDR Issue have not been fixed as at the Latest Practicable Date.

Conditions:

The TDR Issue is conditional upon:

• (a) the grant of the Specific Mandate at the EGM;

• (b) the Listing Committee of the Hong Kong Stock Exchange granting the listing of and permission to deal in the New Shares to be issued as underlying securities for the TDR Issue; and

• (c) the granting of all relevant approvals by the Relevant Authorities for the offering and listing of TDR.

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LETTER FROM THE BOARD

Listing applications:

Application will be made to the Taiwan Stock Exchange and the Taiwan Central Bank for the listing of the TDR on the Taiwan Stock Exchange. Application will also be made to the Taiwan Securities and Futures Bureau for the TDR Issue after the grant of approvals thereof by the Taiwan Stock Exchange and the Taiwan Central Bank. The Company will apply to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the New Shares on the Hong Kong Stock Exchange.

REASONS FOR AND BENEFITS OF THE TDR ISSUE

The Directors are of the view that the TDR Issue will be the most appropriate method of raising extra funds for the Group’s future business development having taken into account the Group’s current working capital requirement, the prevailing market conditions and the cost involved in the TDR Issue when compared with other means of fund-raising exercise.

The Directors believe that the TDR is an attractive alternative for international investors to invest and deal in the Shares, and that the TDR Issue will broaden and diversify the shareholder base of the Company and provide an additional fund-raising platform for the Group. The Directors consider that the TDR Issue is in the best interests of the Shareholders as a whole.

EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

Assuming that there will be no change in the shareholding structure of the Company immediately before completion of the TDR Issue, the shareholding structure of the Company as at the date of this circular and after the Completion of the TDR Issue will be as follows:

Name of Shareholder Mr. Chan Yuen Tung Ms. Chan Yuk Foebe Mr. Chiau Che Kong Mr. Tam Ching Ho Pope Asset Management, LLC TDR holders Other public Shareholders Total:	As at the date of this circular No. of Shares % 1,638,150,430 26.34 22,125,000 0.36 124,170,000 2.00 2,880,000 0.05 602,617,326 9.69 – – 3,829,388,980 61.56 6,219,331,736 100.00	Immediately after completion of the TDR Issue No. of Shares % 1,638,150,430 22.08 22,125,000 0.30 124,170,000 1.67 2,880,000 0.04 602,617,326 8.12 1,200,000,000 16.17 3,829,388,980 51.62 7,419,331,736 100.00	Immediately after completion of the TDR Issue No. of Shares % 1,638,150,430 22.08 22,125,000 0.30 124,170,000 1.67 2,880,000 0.04 602,617,326 8.12 1,200,000,000 16.17 3,829,388,980 51.62 7,419,331,736 100.00
			100.00

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LETTER FROM THE BOARD

As at the date of this circular, save for the 37,000,000 options granted under the Share Option Scheme and the 440,000,000 warrants of the Company issued on 9 March 2010 which are exercisable up to and including 8 March 2011, the Company has no outstanding convertible securities or options which are convertible into Shares.

FUND-RAISING EXERCISE BY THE COMPANY IN THE PAST 12 MONTHS

The net proceeds raised by the placing of 440,000,000 existing Shares and subscription of 440,000,000 new Shares of the Company by a substantial shareholder announced on 25 February 2010 was approximately HK$84 million. As at the date of the interim results announcement dated 29 March 2010, a total of HK$74 million was utilitised by the Group as working capital of the Group.

The net proceeds raised by the placing of 440,000,000 warrants of the Company announced on 25 February 2010 to independent third parties at a warrant placing price of HK$0.005 was approximately HK$2 million. The warrant exercise price was HK$0.285. The subscription rights attaching to the warrants may be exercised at any time during a period of 12 months commencing from the date immediately after the date of issue of the warrants. As at the date of the interim results announcement dated 29 March 2010, none of the warrants were exercised and the net proceeds of approximately HK$2 million from the warrant placing were fully utilitised by the Group as working capital of the Group.

On 18 December 2009, the Company had announced to streamline the management and administration of the Company’s PVC and its related Calcium Carbide business. In order to finance the operation and expansion of such business segment of the Company, the Company had been considering a possible spin-off of its PVC and related Calcium Carbide business by way of a separate listing of such business on the main board of the Hong Kong Stock Exchange and has engaged professionals to advise and assist in the possible spin-off. On 12 March 2010, the Company had submitted to the Hong Kong Stock Exchange a spin-off proposal pursuant to PN15 in relation to this proposed spin-off and the Company will provide an update as and when there is any significant further development on this matter.

Save for the abovementioned fund-raising exercises, the Company has not conducted any equity fund raising activities in the 12 months immediately preceding the date of this circular.

SPECIFIC MANDATE

By a resolution of the Shareholders passed at the annual general meeting held on 17 December 2009, the Company granted a general mandate to the Directors to allot and issue up to 1,122,266,347 Shares, being 20% of the aggregate nominal amount of the share capital of the Company in issue as at 17 December 2009. The Directors exercised the power to allot and issue 440,000,000 new Shares on 9 March 2010 pursuant to the general mandate so granted, and by an agreement entered into with the placing agent in connection with the warrant placing, 440,000,000 warrant shares to be issued upon exercise of the subscription rights attaching to the warrants will be issued under the general mandate so granted. As the remaining mandate limit under the general mandate

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LETTER FROM THE BOARD

to allot and issue new Shares is insufficient for the allotment and issue of New Shares under the TDR Issue, it is expected that the New Shares will be issued under the Specific Mandate to be considered and put to a vote by way of an ordinary resolution at the EGM to be held on Friday, 15 October 2010.

As at the Latest Practicable Date, no Shareholders have expressed any intentions to sell their existing shares and transfer them to a depositary bank as underlying Shares for the TDR to be issued. Based on the best knowledge of the Company, after making reasonable inquiries, none of the Shareholders has a material interest in the TDR Issue. As such, no Shareholder shall be required to abstain from voting on the resolution on the proposed grant of Specific Mandate at the EGM.

LAPSE OF THE SPECIFIC MANDATE TO ISSUE SHARES

The Specific Mandate, if granted, will lapse upon the expiration of 12 months from the date of passing of the resolution on the proposed grant of specific mandate at the EGM or the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders in general meeting, whichever is the earlier.

EXTRAORDINARY GENERAL MEETING

A notice of the EGM is set out on pages 11 to 12 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 and in such event, the instrument appointing a proxy shall be deemed to be revoked.

PUBLIC FLOAT

The Company will be able to comply with the public float requirement under the Listing Rules immediately after completion of the TDR Issue.

GENERAL

As at the Latest Practicable Date, the Board has not yet finalised whether and when the TDR Issue will be launched. There is also no assurance that the approval for the TDR Issue and the listing of the TDR on the Taiwan Stock Exchange by the Relevant Authorities and/or the listing of the New Shares on the Hong Kong Stock Exchange will be granted. Further announcement(s) will be made by the Company in relation to the TDR Issue as and when appropriate.

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LETTER FROM THE BOARD

The Proposed TDR Listing is subject to approvals by the relevant authorities in Taiwan. There is no assurance that such approvals will be granted and the proposed issue of TDR may or may not proceed. Accordingly, shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the EGM in accordance with the Articles of Association. An announcement on the poll vote results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5).

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the granting of the Specific Mandate is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution 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, Wan Chai, Hong Kong on Friday, 15 October 2010 at 4:30 p.m. for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

1. “ THAT, subject to and conditional upon (i) the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in not more than 1.2 billion new shares of HK$0.01 each in the capital of the Company (“ Shares ”) to be issued as underlying securities for the TDR Issue, and (ii) the granting of all relevant approvals by the Taiwan Central Bank, the Taiwan Stock Exchange and the Taiwan Securities and Futures Bureau for the offering and listing of Taiwan Depositary Receipts (“ TDR ”), the Board be and is hereby granted the following special mandate:

2. (a) the issue of not more than 1.2 billion new Shares to be issued as underlying shares of up to 120 million units of TDR under a proposed TDR offering and listing be and is hereby approved. Such mandate can be exercised once or more than once during the Relevant Period (as defined herein);

3. (b) the directors of the Company be and are hereby authorized to (i) allot and issue up to 1.2 billion new Shares; and (ii) do all such acts and things as they consider necessary, desirable or expedient to give effect to any or all other transactions contemplated under the TDR Issue.

4. (c) the approval in paragraph (a) shall authorise the directors of the Company 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; 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 expiration of the 12-month period following the date of passing of this resolution; or

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders in general meeting”, and

“TDR Issue” means the proposed issue of not more than 170 million units of TDR (comprising initially not more than 1.2 billion new Shares as underlying securities), subject to the approval of the Taiwan Central Bank, the Taiwan Stock Exchange and the Taiwan Securities and Futures Bureau and the adjustment (if any) by the Board.

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

Hong Kong, 29 September 2010

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 13 October 2010 (Wednesday) shall qualify for attending and voting at the extraordinary general meeting. The register of members of the Company will be closed from 14 October 2010 (Thursday) to 15 October 2010 (Friday), both days inclusive, during which period no share transfer will be registered. In order to qualify to attend and vote on the proposed resolution 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 13 October 2010 (Wednesday).

• (2) A member entitled to attend and vote at the meeting is entitled to appoint one, or if he is a holder of more than one share, 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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