Titan Petrochemicals Group Limited (Provisional Liquidators appointed) (Incorporated in Bermuda with limited liability) (Stock Code: 1192)

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1 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. Titan Petrochemicals Group Limited (Provisional Liquidators appointed) (Incorporated in Bermuda with limited liability) (Stock Code: 1192) ANNOUNCEMENT OF (1) FULFILLMENT OF RESUMPTION CONDITIONS; (2) DISCHARGE OF THE PROVISIONAL LIQUIDATORS AND WITHDRAWAL OF THE WINDING UP PETITION; (3) APPOINTMENT OF AN EXECUTIVE DIRECTOR; AND (4) RESUMTPION OF TRADING Financial Adviser to Titan Petrochemicals Group Limited (Provisional Liquidators appointed) FULFILLMENT OF RESUMPTION CONDITIONS The Board is pleased to announce that all the Resumption Conditions are expected to be fulfilled upon midnight on 14 July 2016 (Hong Kong time). DISCHARGE OF THE PROVISIONAL LIQUIDATORS AND WITHDRAWAL OF WINDING UP PETITION The winding-up petition will be withdrawn and the joint and several provisional liquidators will be discharged upon midnight on 14 July 2016 (Hong Kong time). APPOINTMENT OF AN EXECUTIVE DIRECTOR The Board is pleased to announce that Dr. Liu Li Ming was appointed as an executive Director of the Company with effect from 15 July

2 RESUMPTION OF TRADING Trading in the ordinary shares of the Company was suspended with effect from 9:00 a.m. on 19 June As all the Resumption Conditions have been fulfilled, an application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on Friday, 15 July Reference is made to the circular of Titan Petrochemicals Group Limited (the Company ) dated 13 May 2016 (the Circular ) and the announcements of the Company (the Announcements ) dated 30 May 2016, 1 June 2016, 6 June 2016, 8 June 2016, 21 June 2016, 29 June 2016 and 5 July 2016, in relation to, among others, (i) the update on suspension of trading; (ii) the Restructuring; (iii) the poll results of the SGM; (iv) update on of the Bermuda proceedings and Hong Kong proceedings; and (v) the results of the Open Offer. Unless otherwise defined, terms used in this announcement shall have the same meanings as used in the Circular. The Directors confirm that all information has been and are properly disclosed under Part XIVA of the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong). FULFILLMENT OF THE RESUMPTION CONDITIONS As disclosed in the Circular, on 14 March 2016, the Stock Exchange has decided to allow the Company to proceed with the Resumption Proposal subject to satisfying of certain conditions ( Resumption Conditions ) by 15 July 2016, including among others: (i) completion of the transactions under the Resumption Proposal; and (ii) withdrawal or dismissal of the winding up petition and discharge of the provisional liquidators; The Board is pleased to announce that all the Resumption Conditions are expected to be fulfilled upon midnight on 14 July 2016 (Hong Kong time) and details in relation to, among others, the completion of each of the above Resumption Conditions are set out below: Completion of the transactions under the Resumption Proposal All of the conditions precedent in each of the respective agreements constituting under the Restructuring (the Restructuring Documents ) have been satisfied on 24 June 2016 and the Open Offer became unconditional on the same day. In addition, the Listco Preferred Shares Modification Deed has completed on 24 June 2016, all the terms under the GZE Excess Liabilities Undertaking, the Working Capital Loan Agreement, the Debt Rescheduling Agreements, the Interim Financing Agreements, the Loan Rescheduling Agreements and the GZE Purchase Order MOU have become effective on 24 June 2016, and the Subscription Agreement, the Assumption Agreement, the Underwriting Agreement, and the Shipyard Termination Agreement have completed on 30 June The FTSD Purchase Order Framework Agreement and the Management Services Agreement (including the issue of FELS Warrants) will be effective upon Resumption. Completion of the internal control review indicating no material deficiency On 14 July 2016, a final internal control review report was issued by the independent internal control reviewer confirming that the internal controls of the Group are adequate and effective to 2

3 ensure compliance with the requirements under the Listing Rules and thus has no material deficiency. Furthermore, as set out in the letter from the Stock Exchange dated 26 May 2014 in relation to, among others, the censures to the Company and two former directors of the Company, the Company is required to appoint a compliance adviser (as defined in Chapter 3A of the Listing Rules) for a period of two years, with such appointment to start on or within one week before the date the trading of the Company s shares resumes. In this connection, on 14 July 2016, the Company has engaged Lego Corporate Finance Limited as the compliance adviser of the Company for a term of two years starting from the date of the resumption of trading in the Shares on the Stock Exchange so as to provide consultation services on compliance matter with the Listing Rules. DISCHARGE OF THE PROVISIONAL LIQUIDATORS AND WITHDRAWAL OF WINDING UP PETITION The winding up petition will be withdrawn and the joint and several provisional liquidators will be discharged upon midnight on 14 July 2016 (Hong Kong time). SHAREHOLDING STRUCTURE To the best of the Directors knowledge and information, set out below is the shareholding structure of the Company upon the Resumption. Number of Shares Approximate % Fame Dragon and its subsidiaries 19,821,348, Underwriter 537,280, GZE and parties acting in concert with it 20,358,629, Public Shareholders - Subscriber 2,600,000, Moral Base Investment Limited 1,000,000, Holders of Existing Notes 2,005,406, Lego 14,000, Other public Shareholders 4,649,252, Public 10,268,658, Total 30,627,287, ============ ====== APPOINTMENT OF AN EXECUTIVE DIRECTOR The Board is pleased to announce that Dr. Liu Li Ming was appointed as an executive Director of the Company with effect from 15 July Dr. Liu Li Ming ( Dr. Liu ), aged 66, graduated from Tianjin University with bachelor degree majoring in marine engineering and manufacturing. He then obtained master degree in business administration from Capital University of Economics and Business and a doctor s degree in structural engineering. He is a senior engineer enjoying government special subsidy from China s State Council. Dr. Liu has over 50 years experience in offshore oil exploration and development, including the design, manufacturing and installing of offshore oil drilling rigs, and the design, design review, supervision and management of offshore oilfield development project. 3

4 From 1997 to 1999, he worked as general manager of China Offshore Oil Development & Engineering Corporation ( 中海石油工程設計公司 ). He is an independent director of BOMESC Offshore Engineering Company Limited since December From 1999 to 2003, he was the deputy director of CNOOC Research Center; from 2003 to 2005, he was the deputy general manager of Offshore Oil Engineering Co., Ltd. and CNOOC Oil Base Group Company; from 2005 to 2008, he was the deputy executive general manager and generalmanager of CNOOC Gas & Power Limited; from 2008 and 2011, he was the deputy chief engineer of CNOOC, general manager of CNOOC Haixiningde Industrial Development Zone Co., Ltd. and director of the Administrative Committee of Haixiningde Industrial Development Zone in Fujian Province. Dr. Liu is currently the senior advisor of Beijing Gaotai Deep-sea Technology Co., Ltd., a member of the expert group of 863 Project in China s Ministry of Science and Technology and the evaluation expert of the State Science and Technology Award. Save as disclosed above, Dr. Liu has not held any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Pursuant to a letter of appointment entered into with the Company, Dr. Liu has been appointed for a term of three years and is subject to retirement by rotation and re-election at annual general meetings in accordance with the Company s Bye-laws. He is entitled to receive an annual director s fee of HK$380,000 as an executive Director, which was determined by the Board with reference to his responsibilities and the market rate plus a discretionary bonus that is subject to the Company s performance and his individual contribution. The Company may also pay additional fees to Dr. Liu based on his time, efforts and expertise to be exercised on Company affairs as determined by the Board. Save as disclosed above, as at the date of this announcement, Dr. Liu (i) did not held any other directorships in any public listed companies in the past three years; (ii) does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (iii) does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (iv) does not hold any position with the Company or any members of the Group. Save as disclosed above, there is no other information in relation to the appointment of Dr. Liu that needs to be disclosed pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Listing Rules, nor are there any other matters that need to be brought to the attention of the shareholders of the Company. RESUMPTION OF TRADING Trading in the ordinary shares of the Company was suspended with effect from 9:00 a.m. on 19 June As all the Resumption Conditions have been fulfilled, an application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on Friday, 15 July By Order of the Board Titan Petrochemicals Group Limited ZHANG Weibing Executive Director Hong Kong, 14 July

5 As at the date of this announcement, the executive directors are Mr. Tang Chao Zhang and Dr. Zhang Weibing; the non-executive director is Mr. Fan Qinghua; and the independent non-executive directors are Mr. Lau Fai Lawrence, Ms. Xiang Siying and Mr. Hu Hongwei. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any of the statements in this announcement misleading. 5