Tencent Holdings Limited — Proxy Solicitation & Information Statement 2013

Jul 5, 2013

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 362)

PROXY FORM

FORM OF PROXY FOR USE BY THE SHAREHOLDERS OF CHINA ZENITH CHEMICAL GROUP LIMITED (THE “COMPANY”) AT THE EXTRAORDINARY GENERAL MEETING (THE “MEETING”) TO BE CONVENED AT UNIT 1101–12, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD, WANCHAI, HONG KONG ON TUESDAY, 23 JULY 2013, AT 4:30 P.M. (OR ANY ADJOURNMENT THEREOF)

I/We (note a)

of being the holder(s) of (note b) shares of HK$0.10 each of the Company hereby appoint the chairman (the “ Chairman ”) of the Meeting or of

or of

to act as my/our proxy ( note c ) at the Meeting to be held at Unit 1101–12, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Tuesday, 23 July 2013, at 4:30 p.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate box to indicate how you wish your vote to be cast (note d) .

Capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 5 July 2013 rulers context requires otherwise.

	ORDINARY RESOLUTION FOR AGAINST To approve the Placing Agreement and the allotment and issue of the Placing Shares, and to authorise the Directors to do all things necessary for implementation thereof

Dated the day of 2013

Shareholder’s signature x x (notes e, f, g and h)

Notes:

• a Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

• b Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the capital of the Company registered in your name(s).

• c A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed as proxy in the space provided.

• d If you wish to vote for any of the resolution(s) set out above, please tick (“✔“) the box marked “For”. If you wish to vote against any of the resolution(s), please tick (“✔“) the box marked “Against”. If this form returned is duly signed but without specific direction on the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of the resolutions. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than the proposed resolutions set out in the notice convening the Meeting.

• e In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f The form of proxy must be signed by a shareholder of the Company, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

g To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the Hong Kong branch share registrar of the Company, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.

h Any alteration made to this form should be initialled by the person who signs the form.