Tencent Holdings Limited — Proxy Solicitation & Information Statement 2021

Feb 25, 2021

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XINYANG MAOJIAN GROUP LIMITED 信陽毛尖集團有限公司

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

(Stock Code: 362)

PROXY FORM

Form of proxy for use by the shareholders of Xinyang Maojian Group Limited (the “Company”) at the special general meeting (the “SGM”) to be convened at Room 4007, 40/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Monday, 22 March 2021, at 4:00 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 above named 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 SGM (or at any adjournment thereof) of the Company to be held at 4:00 p.m. on Monday, 22 March 2021, for the purpose of considering and, if thought fit, passing the ordinary resolution 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 resolution as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTION For4 Against4 (i) To approve, confirm and ratify the Agreement and the transactions contemplated thereunder

Dated the day of 2021 Signed[5,][6,][7,][8]

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: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A TICK IN THE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOXES MARKED “AGAINST”. Failure to do so will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment to the resolution 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 authorized in writing or, in the case of a corporation, must be signed under the hand of an officer duly authorized 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. To be valid, this form of proxy, together with any power of attorney of other authority (if any) under which it is signed or a notarially certified copy of such power of authority must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road 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.