Tencent Holdings Limited — Proxy Solicitation & Information Statement 2019

Nov 20, 2019

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XINYANG MAOJIAN GROUP LIMITED 信 陽 毛 尖 集 團 有 限 公 司

(formerly known as China Zenith Chemical Group Limited 中國天化工集團有限公司)

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 362)

PROXY FORM

Form of proxy for use at the annual general meeting (the ‘‘Annual General Meeting’’) of Xinyang Maojian Group Limited (the ‘‘Company’’) to be held at Room 4007, 40/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Wednesday, 18 December 2019 at 4:30 p.m. (or any adjournment thereof)

I/We[1]

of

being the registered holder(s) of[2] of HK$0.10 each of the abovenamed Company HEREBY APPOINT[3]

shares

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 Room 4007, 40/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Wednesday, 18 December 2019 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.

• ORDINARY RESOLUTIONS FOR[4] AGAINST[4]

• 1. To receive and consider the report of the directors (the ‘‘Directors’’) of the Company, the report of the independent auditor of the Company and the audited consolidated financial statements of the Company for the year ended 30 June 2019
• 1. (a) To re-elect Mr. Yu Defa as an executive Director (b) To re-elect Mr. Chen Lei as an executive Director (c) To re-elect Mr. Tam Ching Ho as an independent non-executive Director who has already served as a Director for more than nine years as an independent nonexecutive Director

• (d) To authorise the board of Directors to fix the remuneration of the Directors

• 1. To re-appoint Elite Partners CPA Limited as the Company’s auditor and to authorise the board of Directors to fix its remuneration
• 1. To grant the general mandate to the Directors to issue, allot and otherwise deal with the Company’s shares (the ‘‘Shares’’)
• 1. To grant the general mandate to the Directors to repurchase the Shares 6. To approve the refreshment of 10% scheme mandate limit to issue share options under the share option scheme of the Company adopted on 20 December 2012
• 1. To add the nominal amount of the Shares repurchased by the Company to the mandate granted to the Directors under resolution numbered 4

Dated this day of 2019 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. AIMPORTANT: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 a54,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 Tuesday, 17 December 2019 to Wednesday, 18 December 2019 (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 accompaniedLimited, at Levelby the54, relevantHopewellshareCentre,certificates183 Queenmust’s Roadbe lodgedEast, Hongwith theKongbranchno latersharethanregistrar4:30 p.m.andontransferMonday,office16 Decemberof the Company2019. in Hong Kong, Tricor Tengis