Tencent Holdings Limited — Proxy Solicitation & Information Statement 2010

Sep 28, 2010

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(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 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

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• (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

• (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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