Tencent Holdings Limited — Proxy Solicitation & Information Statement 2016

Nov 10, 2016

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(Incorporated in Cayman Islands with limited liability)

(Stock Code: 362)

PROXY FORM

Form of proxy for use at the annual general meeting (the ‘‘Annual General Meeting’’) of China Zenith Chemical Group Limited (the ‘‘Company’’) to be held at Mandarin Oriental Hong Kong, 5 Connaught Road Central, Hong Kong on Monday, 12 December 2016 at 4:30 p.m. (or any adjournment thereof)

I/We[1]

of

being the registered holder(s) of[2]

shares

of HK$0.10 each of the abovenamed Company HEREBY APPOINT[3]

of

or failing him, the chairman of the meeting as my/our proxy, to attend and vote for me/us and on my/our behalf at the Annual General Meeting (or at any adjournment thereof) of the Company to be held at Mandarin Oriental Hong Kong, 5 Connaught Road Central, Hong Kong on Monday, 12 December 2016 at 4:30 p.m. for the purpose of considering and, if thought fit, passing the ordinary resolutions set out in the notice convening such meeting and at such meeting (or at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

proxy thinks fit.	proxy thinks fit.
ORDINARY RESOLUTIONS		FOR4	AGAINST4
1.	To receive and consider the report of the directors (the ‘‘Directors’’) of the Company, thereport of the independent auditor of the Company and the audited consolidated financialstatements of the Company for the year ended 30 June 2016
2.	(a)To re-elect Mr. Yu Defa as executive Director
	(b)To re-elect Mr. Tam Ching Ho as independent non-executive Director
	(c)To re-elect Mr. Hau Chi Kit as independent non-executive Director
	(d)To authorise the board of Directors to fix the remuneration of the Directors
3.	To re-appoint Elite Partners CPA Limited as the Company’s auditor and to authorise theboard of Directors to fix its remuneration
4.	To grant the general mandate to the Directors to issue, allot and otherwise deal with theCompany’s shares (the ‘‘Shares’’)
5.	To grant the general mandate to the Directors to repurchase the Shares
6.	To add the nominal amount of the Shares repurchased by the Company to the mandategranted to the Directors under resolution numbered 4

Dated this day of 2016

Signed[5]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. 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 registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy need not be a member of the Company but must attend the meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT:A RESOLUTION,IF YOUPUT AWISHTICKTOINVOTETHE BOXESFOR A MARKEDRESOLUTION,‘‘AGAINSTPUT A’’. TICKFailureINto THEdo so BOXESwill entitleMARKEDyour proxy‘‘FORto cast’’. IFhisYOUvotesWISHat his TOdiscretion.VOTE YourAGAINSTproxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the notice convening the meeting which have been properly put to the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be signed under the hand of an officer duly authorised on that behalf together with a company chop.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company.

7. Toof authoritybe valid, mustthis formbe depositedof proxy,attogetherthe branchwithshareany registrarpower ofofattorneythe Companyof otherinauthorityHong Kong,(if any)TricorunderTengiswhichLimited,it is signedat Levelor a22,notariallyHopewellcertifiedCentre,copy183 ofQueensuch’spowerRoad East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or the adjourned meeting (as the case may be).

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish. In such event, this form of proxy shall be deemed to be revoked.

9. The register of members of the Company will be closed from Friday, 9 December 2016 to Monday, 12 December 2016 (both dates inclusive) during which period no transfer of shares of the Company can be registered. In order to qualify for attending the Annual General Meeting, all properly completed transfer forms accompanied by22, theHopewellrelevantCentre,share certificates183 Queen’smustRoadbeEast,lodgedHongwithKongthe branchno latersharethan registrar4:30 p.m.andon transferSaturday,office10 Decemberof the Company2016. in Hong Kong, Tricor Tengis Limited, at Level