If you are in any doubt as to any aspect of this prospectus or as to the action to be taken, you should consult your licensed securities dealer or registeredinstitution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Titan Petrochemicals Group Limited (Provisional Liquidators appointed), you should at once hand theProspectus Documents to the purchaser or the transferee, or to the bank, licensed securities dealer or registered institution in securities or other agent throughwhom the sale or transfer was effected for transmission to the purchaser or transferee.

Subject to the granting of listing of, and permission to deal in, the Offer Shares on the Stock Exchange, the Offer Shares will be accepted as eligible securities byHKSCC for deposit, clearance and settlement in CCASS with effect from their respective commencement dates of dealings on the Stock Exchange or such otherdate as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS onthe second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from timeto time. You should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or otherprofessional adviser for details of the settlement arrangements and how such arrangements may affect your rights and interests.

A copy of each of the Prospectus Documents, together with the other documents specified in the paragraph headed ‘‘Documents delivered to the Registrar ofCompanies’’ in Appendix III to this prospectus, has been registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies(Winding Up and Miscellaneous Provisions) Ordinance. The Registrar of Companies in Hong Kong and the Securities and Futures Commission of Hong Kongtake no responsibility as to the contents of any of these documents.

Hong Kong Exchanges and Clearing Limited, Hong Kong Securities Clearing Company Limited and The Stock Exchange of Hong Kong Limited take noresponsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever forany loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus.

NOTICE TO SHAREHOLDER IN SINGAPORE

This prospectus and any other materials in connection with the Open Offer relating to Singapore have not been registered as a prospectus with the MonetaryAuthority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription orpurchase of the Company’s shares may not be circulated or distributed, nor may such securities be offered or sold, or be made the subject of an invitation forsubscription or purchase, whether directly or indirectly, to persons in Singapore other than as described below and/or otherwise pursuant to, and in accordancewith the conditions of any other applicable provision of the Securities and Futures Act, Chapter 289 of Singapore (the ‘‘SFA’’). This prospectus has been givento you on the basis that you are an existing shareholder of the Company pursuant to Section 273(1)(cd)(i) of the SFA, exempting the Company from therequirement of a prospectus. If you do not fall under the category as mentioned above, please return this document to the Company immediately. Please do notforward or circulate this document to any other person. This offer is not made to you with a view to the Company’s shares (or any of them) being subsequentlyoffered for sale to any other party. In the event of any doubt as to your legal rights and obligations, please obtain appropriate professional advice.

Titan Petrochemicals Group Limited(Provisional Liquidators appointed)

(Stock Code: 1192)(Incorporated in Bermuda with limited liability)

OPEN OFFER OF 2,606,851,560 OFFER SHARESON THE BASIS OF ONE OFFER SHAREFOR EVERY THREE EXISTING SHARES

HELD ON THE RECORD DATE

Underwriter to the Open Offer

Winford Hong Kong Investment Limited

Financial adviser to Titan Petrochemicals Group Limited(Provisional Liquidators appointed)

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed ‘‘Definitions’’ in this prospectus.

The latest time for acceptance and payment for the Offer Shares is 4:00 p.m. on Thursday, 23 June 2016. The procedures for application and payment for theOffer Shares are set out on pages 27 to 28 in this prospectus. Shareholders and potential investors of the Company should note that the UnderwritingAgreement contains provisions granting the Underwriter, by notice in writing, the right to terminate the Underwriting Agreement thereunder on theoccurrence of certain events. These events are set out under the section headed ‘‘Termination of the Underwriting Agreement’’ in this prospectus.

The Open Offer is conditional upon, among other things, the Underwriting Agreement having become unconditional and not being terminated in accordance withits terms and conditions thereof as set out in the section headed ‘‘Termination of the Underwriting Agreement’’ in this prospectus. Accordingly, the Open Offermay or may not proceed. Shareholders and potential investors of the Company should therefore exercise extreme caution when dealing in the Shares and othersecurities of the Company, and if you are in any doubt about your position, you should consult their professional advisers.

8 June 2016

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Termination of the Underwriting Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Appendix I – Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1

Appendix II – Unaudited pro forma financial information of the Group . . . . . . II-1

Appendix III – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-1

CONTENTS

i

In this prospectus, unless the context otherwise requires, the following terms shall havethe following meanings:

‘‘2012 Senior Notes’’ up to US$400 million 8.5% fixed rate guaranteed seniornotes due 18 March 2012 issued by the Company

‘‘2015 Loan Agreement’’ the loan agreement entered into between the Company andFame Dragon on 27 February 2015 (as supplemented andamended on 16 October 2015, 15 January 2016 and 29April 2016) in relation to the provision of an unsecuredloan of US$15 million by Fame Dragon to the Company

‘‘Act’’ the Bermuda Companies Act 1981

‘‘Announcement’’ the announcement of the Company dated 8 April 2016 inrelation to, among other things, (1) update on DebtRestructuring and Remaining Indebtedness Arrangements;(2) Interim Financing Arrangements; (3) proposed OpenOffer; (4) Subscription of Shares; (5) update on businessstrategies and development; (6) application for WhitewashWaiver; (7) Special Deal; and (8) appointment ofindependent financial adviser

‘‘Application Form(s)’’ the application form(s) to accompany this prospectus foruse by the Qualifying Shareholders to apply for all or partof their assured entitlements under the Open Offer

‘‘associate(s)’’ has the meaning ascribed to it under the Takeovers Code

‘‘Assumption Agreement’’ the assumption agreement dated 20 August 2014 enteredinto among Fame Dragon, the Company and TQS (assupplemented and amended on 15 September 2014, 27February 2015, 28 May 2015, 30 July 2015, 16 October2015 and 29 April 2016) pursuant to which Fame Dragonagrees to assume certain payable by TQS in considerationfor the Company agreeing to allot and issue new Shares toFame Dragon, subject to the compliance with any applicablerequirements under the Listing Rules, at the issue price ofHK$0.1 per Share

‘‘Assumption ConsiderationShares’’

the Shares (subject to adjustment on any consolidation orsub-division of Shares) to be issued to Fame Dragon on theAssumption Date in consideration of the assumption of theindebtedness to be assumed by Fame Dragon under theAssumption Agreement

DEFINITIONS

1

‘‘Assumption Date’’ the business day immediately following the satisfaction ofthe conditions precedent of the Assumption Agreement

‘‘Bermuda Court’’ the Supreme Court of Bermuda

‘‘Bermuda Proceedings’’ the liquidation proceeding commenced pursuant to thewinding up petition issued on 9 July 2012 by SaturnPetrochemical against the Company in Bermuda

‘‘Board’’ the board of Directors

‘‘business day’’ a day on which banks in Hong Kong are open for generalbanking business, other than (i) a Saturday, Sunday or apublic holiday; or (ii) a day on which a tropical cyclonewarning signal no. 8 or above or a black rainstorm warningsignal is hoisted in Hong Kong at any time between9:00 a.m. and 5:00 p.m.

‘‘BVI’’ British Virgin Islands

‘‘BVI Court’’ Eastern Caribbean Supreme Court in the High Court ofJustice, BVI

‘‘BVI Court of Appeal’’ Court of Appeal of the Eastern Caribbean Supreme Court

‘‘Bye-Laws’’ the bye-laws of the Company

‘‘Camden’’ KTL Camden Inc., a company incorporated in the Republicof Liberia

‘‘CCASS’’ the Central Clearing and Settlement System established andoperated by HKSCC

‘‘Circular’’ the circular of the Company dated 13 May 2016 in relationto (1) update on Debt Restructuring and RemainingIndebtedness Arrangements; (2) Interim FinancingArrangements; (3) proposed Open Offer; (4) Subscriptionof Shares; (5) update on business strategies anddevelopment; (6) application for Whitewash Waiver; (7)Special Deal; and (8) notice of the SGM

‘‘Clearing Systems’’ any or all of The Depositary Trust Company, EuroclearBank, S.A./N.V. and Clearstream Banking, société anonymeas the case may be, and each of their respective nomineesand successors, and any other system designed for similaror analogous purposes as appropriate

DEFINITIONS

2

‘‘Companies Ordinance’’ the Companies Ordinance (Cap 622) of the Laws of HongKong, as amended, supplemented or otherwise modifiedfrom time to time

‘‘Company’’ Titan Petrochemicals Group Limited (Provis ionalLiquidators appointed), a company incorporated withlimited liability in Bermuda whose shares are listed on themain board of the Stock Exchange (stock code: 1192)

‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules

‘‘Consideration Shares’’ the new Shares to be issued to Lego or its nominee topartially settle its professional fee

‘‘Creditors’ Scheme’’ the scheme of arrangement under section 99 of the Actentered into between the Company and the SchemeCreditors

‘‘DBIL’’ Docile Bright Investments Limited, a company incorporatedin BVI and a wholly-owned subsidiary of GZE, it becameentitled to the benefit of all interests arising under or inconnection with the Listco Preferred Shares

‘‘Debt Restructuring’’ the restructuring of the indebtedness of the Company byway of the Creditors’ Scheme

‘‘Debt ReschedulingAgreements’’

collectively, (i) the Shipyard Debt Rescheduling Agreement;(ii) the TPG Debt Rescheduling Agreement; and (iii) theHaixin Debt Rescheduling Agreement

‘‘Deed of Undertaking’’ the deed of undertaking dated 9 April 2014 (assupplemented and amended on 29 October 2015 and 22March 2016) and executed by GZE in favour of FELS andall members of FELS and all of its related corporations,pursuant to which GZE, inter alia, provides certainundertaking and guarantees to and for the benefit of FELSand all members of FELS and all of its related corporations

‘‘Director(s)’’ director(s) of the Company from time to time

‘‘EAF’’ the excess application form for the Qualifying Shareholdersto apply for additional Offer Shares in accordance with theterms of the Open Offer

DEFINITIONS

3

‘‘Edinburgh’’ Edinburgh Navigation S.A., a company incorporated in theRepublic of Liberia

‘‘Excluded Liability Threshold’’ US$25,000 or its equivalent in any other currency in whichthe relevant claim or liability arises converted at the schemerate

‘‘Executive’’ the Executive Director of the Corporate Finance Division ofthe SFC or any delegate of the Executive Director

‘‘Existing Notes’’ collectively, (i) PIK Notes Due 2015; (ii) 2012 SeniorNotes; and (iii) the Listco Convertible Notes

‘‘Existing Notes Creditors’’ persons with a beneficial interest as principal in theExisting Notes held in global form through the ClearingSystems of 17 October 2014

‘‘Fame Dragon’’ Fame Dragon International Investment Limited, thecontrolling Shareholder and a company incorporated inHong Kong with limited liability which Fame Dragon hasconfirmed it is wholly-owned by Guangdong Zhenrong(Hongkong) Company Limited which in turn is wholly-owned by GZE

‘‘FEG’’ Falcon Energy Group Limited, a company incorporated withlimited liability in Singapore whose shares are listed on theSingapore Exchange

‘‘FELS’’ FELS Offshore Pte Ltd, a company incorporated withlimited liability in Singapore, a subsidiary of Keppel andthe party to the Management Services Agreement

‘‘FELS Warrants’’ warrants to subscribe for 9.9% of the total issued sharecapital of the Company after the completion of theRestructuring to be issued by the Company pursuant to theManagement Services Agreement

‘‘FELS Warrant Shares’’ the new Shares to be allotted and issued by the Companyupon the exercise of the subscription rights attaching to theFELS Warrants

DEFINITIONS

4

‘‘First Loan Agreement’’ the loan agreement entered into between the Company andFame Dragon on 12 March 2013 in relation to the provisionof an interim financing of up to approximately HK$62.24million by Fame Dragon to the Company (as supplementedand amended on 16 October 2015 and 29 April 2016)

‘‘FLNG’’ floating liquefied natural gas vessel

‘‘FPSO’’ floating production, storage and offloading unit

‘‘Frontline SettlementAgreement’’

the agreement dated 2 May 2014 entered into among theCompany, TSL (both as obligors) and Camden, Edinburghand Mayfair (all as creditors) (as supplemented andamended on 29 October 2014)

‘‘FSO’’ floating storage and offloading vessel

‘‘FSRU’’ floating storage and regasification unit

‘‘FTSD’’ FTS Derricks Pte. Ltd., a company incorporated inSingapore and a subsidiary of FEG

‘‘FTSD Purchase OrderFramework Agreement’’

the framework agreement dated 5 May 2014 entered intobetween the Company and FTSD (as supplemented andamended on 29 July 2015, 16 October 2015 and 31 March2016) in relation to the purchase orders FTSD conditionallyagreed that it will or will procure to place with TQS

‘‘Fujian Wonderful’’ 福建旺得福能源有限公司 (Fujian Wonderful Energy Co.,Ltd.*), a company incorporated in the PRC, an IndependentThird Party

‘‘Grand China Logistics’’ 大新華物流控股（集團）有限公司 (Grand China LogisticsHolding (Group) Company Limited*), a companyincorporated under the laws of PRC with limited liability

‘‘Group’’ the Company and its subsidiaries

‘‘GZE’’ 廣東振戎能源有限公司 (Guangdong Zhenrong Energy Co.,Ltd*), a company incorporated in the PRC and thecontrolling Shareholder

‘‘GZE Excess LiabilitiesUndertaking’’

the deed poll dated 5 May 2014 executed by GZE in favourof the Company (as supplemented and amended by thesupplemental agreements on 27 February 2015, 28 May2015, 30 July 2015, 16 October 2015 and 29 April 2016)

DEFINITIONS

5

‘‘GZE Purchase Order MOU’’ the memorandum of understanding dated 5 May 2014 (assupplemented and amended on 27 February 2015, 28 May2015, 30 July 2015, 16 October 2015 and 29 April 2016)entered into between the Company and GZE in relation tothe purchase order GZE conditionally agreed that it will orwill procure to place with TQS

‘‘GZE Standby Working CapitalFacility Agreement’’

the agreement entered into between GZE and the Companydated 16 October 2015 in relation to provision of workingcapital facility by GZE to the Company for an aggregateamount up to HK$180 million

‘‘GZE Subscription Agreement’’ the subscription agreement dated 16 October 2015 enteredinto by the Company and GZE, in relation to theSubscription by GZE of 2,600,000,000 Shares to be issuedby the Company, which has been terminated by the partiesto it

‘‘Haixin Debt ReschedulingAgreement’’

the debt rescheduling agreement dated 5 May 2014 enteredinto between Shengsi Haixin and GZE (as supplementedand amended on 22 August 2014, 27 February 2015, 28May 2015, 30 July 2015, 16 October 2015 and 29 April2016)

‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited

‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

‘‘Hong Kong Branch Registrar’’ Tricor Tengis Limited, the Hong Kong branch registrar ofthe Company

‘‘Hong Kong High Court’’ the High Court of Hong Kong

‘‘Independent Shareholders’’ Shareholders other than (i) GZE and parties acting inconcert with it; (ii) the Scheme Creditors; (iii) those whoare interested in, or involved in, the Open Offer (includingthe Underwriting Agreement), the Debt ReschedulingAgreements, the Shipyard Termination Agreement, theAssumption Agreement, the Listco Preferred SharesModification Deed, the Working Capital Loan Agreement,the Interim Financing Agreements, the Specific Mandate,the Whitewash Waiver or the Special Deal

DEFINITIONS

6

‘‘Independent Third Party(ies)’’ third party(ies) independent of the Company and itsconnected persons

‘‘Information Agent’’ Lynchpin Bondholder Management of Room 402,Wellington Plaza, 56-58 Wellington Street, Central, HongKong

‘‘Interim FinancingAgreements’’

collectively the First Loan Agreement, the Second LoanAgreement and the 2015 Loan Agreement

‘‘Keppel’’ Keppel Corporation Limited, a company incorporated withlimited liability in Singapore and whose shares are listed onthe Singapore Exchange

‘‘K-Line’’ Kawasaki Kisen Kaisha Ltd., a company incorporated inJapan

‘‘K-Line Notes’’ the guaranteed exchangeable notes due 2013, issued byTSHL and guaranteed by the Company

‘‘K-Line Settlement Agreement’’ an agreement dated 8 October 2014 and entered into by theCompany, TSHL and K-Line

‘‘K-Line Support Agreement’’ the agreement dated 17 April 2014 entered into between theCompany, TSHL and K-Line

‘‘Last Acceptance Date’’ 23 June 2016, being the last date for acceptance of andpayment for the Offer Shares

‘‘Last Trading Day’’ 18 June 2012, being the last trading day of the Shares priorto its suspension on 19 June 2012

‘‘Latest Practicable Date’’ 3 June 2016, being the latest practicable date prior to theprinting of this prospectus for ascertaining certaininformation herein

‘‘Lego’’ Lego Corporate Finance Limited, a corporation licensed tocarry out Type 6 (advising on corporate finance) regulatedactivity under the SFO and the financial adviser to theCompany in respect of the Restructuring

‘‘Latest Time for Acceptance’’ 4:00 p.m. on Thursday, 23 June 2016 or such other time ordate as the Underwriter may agree in writing with theCompany

DEFINITIONS

7

‘‘Listco Convertible Notes’’ up to US$118,575,360 guaranteed senior convertible notesdue 13 July 2015 issued by the Company

‘‘Listco Preferred Shares’’ the 555,000,000 convertible redeemable preferred shares ofHK$0.01 each at the initial conversion price of HK$0.56issued by the Company

‘‘Listco Preferred SharesModification Deed’’

the deed dated 22 August 2014 entered into between theCompany and DBIL, a wholly-owned subsidiary of GZE,(as supplemented and amended on 27 February 2015, 28May 2015, 30 July 2015, 16 October 2015 and 29 April2016) in relation to, among others, the extension of theredemption period of the Listco Preferred Shares

‘‘Listing Committee’’ the Listing Committee of the Stock Exchange

‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the StockExchange

‘‘Loan ReschedulingAgreements’’

the three loan rescheduling agreements (i) dated 24 July2014 (as supplemented and amended on 6 May 2015, 30July 2015, 16 October 2015 and 29 April 2016), (ii) dated21 August 2014 (as supplemented and amended on 6 May2015, 30 July 2015, 16 October 2015 and 29 April 2016)and (iii) dated 21 August 2014 (as supplemented andamended on 6 May 2015, 30 July 2015, 16 October 2015and 29 April 2016) entered into between TQS and FujianWonderful pursuant to which Fujian Wonderful agreed toreschedule certain bank loans of the TQS assigned to it sothat the first repayment date of the bank loans will bepostponed until 3 years from the date of the respective LoanRescheduling Agreement

‘‘Management ServicesAgreement’’

the management services agreement dated 9 April 2014entered into among FELS, TQS and the Company (assupplemented and amended on 30 December 2014 and 28May 2015, 30 July 2015, 22 September 2015 and 22 March2016) pursuant to which FELS has conditionally agreed toprovide management services for the operations of theQuanzhou Shipyard

‘‘Mayfair’’ KTL Mayfair Inc., a company incorporated in the Republicof Liberia

DEFINITIONS

8

‘‘Non-Note Creditor’’ any Scheme Creditor who is not an Existing Notes Creditorand whose claim arises in respect of non-note debt which isin excess of the Excluded Liability Threshold

‘‘Non-Qualifying Shareholders’’ Shareholders whose names appear on the register ofmembers of the Company on the Record Date and whoseaddresses as shown on such register are outside Hong Kongwhere the Directors, based on the legal opinions to beprovided by legal advisers, consider it necessary orexpedient not to offer the Offer Shares to suchShareholders on account either of legal restrictions underthe laws of the relevant place or requirements of therelevant regulatory body or stock exchange in that place

‘‘Offer Shares’’ the new Shares to be allotted and issued under the OpenOffer

‘‘Open Offer’’ the open offer on the basis of one Offer Share for everythree existing Shares held by the Qualifying Shareholderson the Record Date

‘‘Overseas Shareholder(s)’’ Shareholder(s) with registered address (as shown in theregister of member of the Company on the Record Date)which is outside Hong Kong

‘‘PBOC’’ The People’s Bank of China

‘‘Petition Date’’ 9 July 2012, being the date that Saturn Petrochemicalpresented a winding-up petition against the Company inBermuda

‘‘PIK Notes Due 2015’’ up to US$21,444,480 8.5% guaranteed senior payment-in-kind notes due 13 July 2015 issued by the Company

‘‘Posting Date’’ the date as agreed between the Company and theUnderwriter for the despatch of the Prospectus Documents

‘‘PRC’’ or ‘‘China’’ the People’s Republic of China (for the purpose of thisprospectus, excluding Hong Kong, the Macau SpecialAdministrative Region of the People’s Republic of Chinaand Taiwan)

‘‘Prospectus Documents’’ this prospectus, the Application Form(s) and the EAF

‘‘Provisional Liquidators’’ Mr. Garth Calow and Ms. Alison Tomb, both ofPricewaterhouseCoopers, the joint provisional liquidators ofthe Company

DEFINITIONS

9

‘‘Qualifying Shareholders’’ Shareholders, other than the Non-Qualifying Shareholders,whose names appear on the register of members of theCompany at the close of business on the Record Date

‘‘Quanzhou Shipyard’’ a multi-functional shipbuilding and ship repair yard locatedin Quanzhou, Fujian Province, the PRC and owned by TQS

‘‘Record Date’’ Tuesday, 7 June 2016, being the date by reference to whichentitlements to the Open Offer has been determined

‘‘Release Date’’ Subject to the relevant clause of the Creditors’ Scheme, theearlier of: (i) the date on which scheme consideration isactually received by a Scheme Creditor; and (ii) the date 10business days after the distribution date under the Creditors’Scheme, provided that the relevant Scheme Creditor has notgiven notice to the Company in writing within that periodof time (in accordance with the relevant clause of theCreditors’ Scheme) to advise that scheme consideration hasnot been received by that Scheme Creditor

‘‘Remaining IndebtednessArrangements’’

the arrangements proposed to be adopted by the Companywith respect to the outstanding indebtedness of the Groupother than those that form part of the Scheme Claims to berestructured under the Creditors’ Scheme

‘‘Restructured Group’’ the Company and its subsidiaries that will constitute therestructured group immediately after completion of theRestructuring

‘‘Restructuring’’ or‘‘Resumption Proposal’’

the resumption proposal of the Company (as amended fromtime to time), inter alia, (i) the Debt Restructuring; (ii) theRemaining Indebtedness Arrangements; (iii) the InterimFinancing Agreements; (iv) the Open Offer; (v) theSubscription; (vi) GZE Standby Working Capital FacilityAgreement; and (vii) business strategies of the RestructuredGroup

‘‘Restructuring Documents’’ all documents, agreements and instruments necessary and/ordesirable to implement and consummate the Restructuringin accordance with its terms of the Resumption Proposal,including, without limitation, the composite scheme ofarrangement document setting out the terms of theCreditors’ Scheme (including the explanatory statement inrespect of the Creditors’ Scheme)

‘‘Resumption’’ the resumption of trading in Shares on the Stock Exchange

DEFINITIONS

10

‘‘RMB’’ Renminbi, the lawful currency of the PRC

‘‘S$’’ Singapore dollars, the lawful currency of the Republic ofSingapore

‘‘Saturn Petrochemical’’ Saturn Petrochemical Holdings Limited, a companyincorporated in BVI and the registered holder of the ListcoPreferred Shares as at the Latest Practicable Date

‘‘Saturn Storage’’ Saturn Storage Limited, a company incorporated in BVI

‘‘Scheme Claim(s)’’ all indebtedness arising out of the Existing Notes (includingprincipal and accrued interest) and the Unsecured Claims,which shall be compromised and discharged under theCreditors’ Scheme

‘‘Scheme Creditor(s)’’ all creditor(s) of the Company bound by the Creditors’Scheme

‘‘Scheme Liabilities’’ Any liability (other than an excluded liability under theCreditors’ Scheme) or right in respect of the indebtednessor any other liability of the Company to any person arisingdirectly or indirectly out of, in relation to or in connectionwith:

(a) the note documentation and/or the Existing Notes; and/or

(b) the non-note debt which exceeds the ExcludedLiability Threshold

including any claim against the Company in respect of anyloss or damage suffered or incurred as a result of, or inconnection with, such liability, whether arising before, at orafter the Petition Date by reason of a liability of theCompany incurred on or before that time, and including, forthe avoidance of doubt, any and all interest, default interest,premium, principal, additional amounts, make wholeamounts, fees and commissions accruing on, or payable inrespect of, or any other accretions whatsoever arising inrespect of, such claims or rights up to the Petition Date

‘‘Scheme Lodgment Date’’ 5 November 2014, being the date on which a copy of theorder from the Bermuda court sanctioning the Creditors’Scheme has been lodged with the Bermuda Registrar ofCompanies

DEFINITIONS

11

‘‘Second Loan Agreement’’ the loan agreement entered into between the Company andFame Dragon on 13 March 2014 (as supplemented andamended on 10 July 2014, 16 October 2015 and 29 April2016) in relation to the provision of an unsecured loan ofHK$62.24 million by Fame Dragon to the Company

‘‘Settlement Date’’ 24 June 2016, being the first business day following thedate for application and payment for the Offer Shares underthe Open Offer (or such other date as the Underwriter andthe Company may agree in writing)

‘‘SFC’’ the Securities and Futures Commission of Hong Kong

‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of theLaws of Hong Kong)

‘‘SGM’’ a special general meeting of the Company held on 30 May2016 at 11:00 a.m. to approve, among other things, theOpen Offer (including the Underwriting Agreement), theDebt Rescheduling Agreement, the Shipyard TerminationAgreement, the Assumption Agreement, the Listco PreferredShares Modification Deed, the Working Capital LoanAgreement, the Interim Financing Agreements, theWhitewash Waiver, the Special Deal and the SpecificMandate to issue Shares

‘‘Shanghai Intermediate Court’’ 上海第一中級人民法院 (Shanghai No. 1 IntermediatePeople’s Court)

‘‘Share(s)’’ ordinary shares of nominal value HK$0.01 each in the sharecapital of the Company

‘‘Shareholder(s)’’ holder(s) of the Shares in issue

‘‘Share Options’’ the share options granted under share option schemeadopted by the Company dated 31 May 2002 (as amendedon 24 June 2010)

‘‘Shengsi Haixin’’ 嵊泗海鑫石油有限公司 (Shengsi Haixin Petroleum Co.,Ltd*) a company incorporated with limited liability in thePRC and an indirect wholly-owned subsidiary of theCompany

‘‘Shipyard Debt ReschedulingAgreement’’

the debt rescheduling agreement dated 5 May 2014 andentered into between GZE and TQS (as supplemented andamended on 22 August 2014, 27 February 2015, 28 May2015, 30 July 2015, 16 October 2015 and 29 April 2016)

DEFINITIONS

12

‘‘Shipyard Sale and PurchaseAgreement’’

the sale and purchase agreement dated 11 December 2010and entered into among TPFL, TQSL Holding and GrandChina Logistics (as amended by supplemental agreements)in relation to the sale by TPFL and TQSL Holding of, inaggregate, a 95% equity interest in TQS to Grand ChinaLogistics

‘‘Shipyard TerminationAgreement’’

the agreement dated 5 May 2014 and entered into amongGZE, the Company, TQSL Holding and TPFL (assupplemented and amended on 27 February 2015, 28 May2015, 30 July 2015, 16 October 2016 and 29 April 2016) inrelation to, among other things, the termination of theShipyard Sale and Purchase Agreement

‘‘Shipyard Termination Shares’’ 9,382,164,000 Shares to be issued to GZE at the issue priceof HK$0.10 in lieu of repayment of RMB740 million underthe Shipyard Termination Agreement

‘‘Singapore’’ the Republic of Singapore

‘‘Singapore Exchange’’ Singapore Exchange Securities Trading Limited

‘‘Special Deal’’ the repayment of the outstanding indebtedness of the Groupto the Scheme Creditors (among which Morgan Stanley &Co. International Plc, Mill Reef Investment S.A. and Mr. NiSong Hua are existing Shareholders) out of the proceedsfrom the Open Offer and Subscription, which constitutes aspecial deal under Note 5 to Rule 25 of the Takeovers Code

‘‘Specific Mandate’’ the specific mandate to be seek from the IndependentShareholders for the allotment and issue of the new Sharesto be issued under the Creditors’ Scheme, the Offer Shares,the Subscription Shares, the Assumption ConsiderationShares, the Shipyard Termination Shares, the ConsiderationShares, the FELS Warrant Shares and the new Shares toGZE and Fame Dragon under the Debt ReschedulingAgreements, the Working Capital Loan Agreement and theInterim Financing Agreements

‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

‘‘Subscriber’’ or ‘‘Chang Xin’’ Chang Xin Asset Management Corporation Limited, acompany incorporated in the PRC

‘‘Subscription’’ the subscription by the Subscriber of 2,600,000,000 Sharesto be issued by the Company pursuant to the SubscriptionAgreement

DEFINITIONS

13

‘‘Subscription Agreement’’ the subscription agreement dated 24 December 2015 (assupplemented and amended on 29 April 2016) entered intoby the Company and the Subscriber in relation to theSubscription

‘‘Subscription Share(s)’’ the new Shares to be subscribed for by the Subscriberpursuant to the Subscription

‘‘Suspension’’ the suspension of trading of the Shares on the StockExchange since 19 June 2012

‘‘Takeovers Code’’ the Hong Kong Code on Takeovers and Mergers

‘‘TGIL’’ Titan Group Investment Limited (in liquidation), a companyincorporated with limited liability in the BVI and was aformer jointly-controlled entity of the Company

‘‘TGIL Convertible Notes’’ the convertible unsecured notes due 2014 issued by TGILpursuant to the option agreement dated 14 July 2009 andentered into between the Company, TOSIL, Saturn Storageand TGIL

‘‘TGIL Preferred Shares’’ the convertible redeemable preferred shares issued by TGILon 22 June 2007 convertible into the shares of TGIL

‘‘Titan Petrochemical(Guangzhou)’’

廣州泰山石化有限公司 (Guangzhou Titan PetrochemicalCo., Ltd.*), a company incorporated with limited liabilityin the PRC and an indirect wholly-owned subsidiary of theCompany

‘‘TOSIL’’ Titan Oil Storage Investment Limited, a companyincorporated with limited liability in the BVI and a directwholly-owned subsidiary of the Company

‘‘TPFL’’ 泰山石化（福建）有限公司 (Titan Petrochemicals (Fujian)Ltd*), a company incorporated with limited liability in thePRC and a direct wholly-owned subsidiary of the Company

‘‘TPG Debt ReschedulingAgreement’’

the debt rescheduling agreement dated 5 May 2014 (assupplemental and amended 22 August 2014, 27 February2015, 28 May 2015, 30 July 2015, 16 October 2015 and 29April 2016) and entered into among Titan Petrochemical(Guangzhou), TQS and GZE

DEFINITIONS

14

‘‘TQS’’ 泉州船舶工業有限公司 (Titan Quanzhou Shipyard Co.Ltd.), a sino-foreign equity joint venture established in thePRC and an indirect wholly-owned subsidiary of theCompany

‘‘TQSL Holding’’ Titan TQSL Holding Company Limited, a companyincorporated with limited liability in the BVI and anindirect wholly-owned subsidiary of the Company

‘‘TRML’’ Titan Resources Management Limited, a companyincorporated with limited liability in the BVI and anindirect wholly-owned subsidiary of the Company

‘‘TRML Scheme’’ the sanctioned scheme of arrangement to be entered intobetween TRML and the scheme creditors pursuant tosection 179A of the BVI Business Companies Act, 2004

‘‘TSHL’’ Titan Shipyard Holdings Limited, a company incorporatedwith limited liability in the BVI and a direct wholly-ownedsubsidiary of the Company

‘‘TSL’’ Titan Storage Limited, a company incorporated in the BVIand a former subsidiary of the Company which has been putinto liquidation and deconsolidated in April 2014

‘‘TSL Creditors’’ collectively Camden, Edinburgh and Mayfair

‘‘Underwriting Agreement’’ the underwriting agreement dated 16 October 2015 (assupplemented and amended on 29 April 2016 and 1 June2016) entered into between the Company and GZE inrelation to the underwriting and other arrangement of theOpen Offer

‘‘Underwriter’’ Winford Hong Kong Investment Limited

‘‘Unsecured Claims’’ any non-note debt owed by the Company to a SchemeCreditor exceeding the Excluded Liabilities Threshold

‘‘Unsecured Creditors’’ persons with an Unsecured Claim at 17 October 2014

‘‘US$’’ United States dollars, the lawful currency of the UnitedStates of America

DEFINITIONS

15

‘‘Whitewash Waiver’’ a waiver in respect of the obligation of GZE and FameDragon to make a mandatory offer to other holders of theShares in respect of those Shares as a result of theunderwriting of the Offer Shares under the UnderwritingAgreement, 3,595,420,415 new Shares to be issued to FameDragon under the Assumption Agreement, the issue of9,382,164,000 Shares under Shipyard TerminationAgreement by GZE upon the issue of maximum2,642,391,624 Shares, 43,237,308 Shares and 10,989,143Shares to GZE and the parties acting in concert with it inrespect of the Debt Rescheduling Agreements, the InterimFinancing Agreements and the Working Capital LoanAgreement, respectively, in accordance with Note 1 ondispensations from Rule 26 of the Takeovers Code

‘‘Working Capital LoanAgreement’’

the loan agreement dated 22 August 2014 entered intobetween TQS and GZE (as supplemented and amended on27 February 2015, 28 May 2015, 30 July 2015, 16 October2015 and 29 April 2016) in relation to the provision of theloan of not less than RMB60 million by GZE to TQS for itsworking capital

‘‘%’’ per cent

* for identification purpose only

Unless the content states otherwise, conversion of RMB into HK$ is calculated at theapproximate exchange rate of RMB1 to HK$1.207636, conversion of US$ into HK$ iscalculated at the approximately exchange rate of US$1 to HK$7.8 and conversion of S$ intoHK$ is calculated at the approximately exchange rate of S$1 to HK$5.802276.

Certain amounts and percentage figures included in this prospectus have been subject torounding adjustments. Accordingly, figures shown as totals in certain tables may not be anarithmetic aggregation of the figures preceding them.

DEFINITIONS

16

The expected timetable for the Open Offer set out below is for indicative purposes onlyand has been prepared on the assumption that all the conditions of the Open Offer will befulfilled. The expected timetable is subject to change, and any changes will be announced in aseparate announcement by the Company as and when appropriate.

2016

Latest time for acceptance of and payment forOffer Shares and excess Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on

Thursday, 23 June

Latest time for termination of the Underwriting Agreement . . . . . . . . . . . . . . . 4:00 p.m. onFriday, 24 June

Announcement of results of the Open Offer and excess application . . . . Wednesday, 29 June

Despatch of certificates for Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 30 June

Despatch of refund cheques in respect of whollyor partly unsuccessful excess applications orif the Open Offer is terminated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 30 June

Expected date of satisfying the resumption conditions . . . . . . . . . . . . . . . . . Friday, 15 July

Note: All references to time in this document are reference to Hong Kong time.

Effect of bad weather on the latest time for acceptance of and payment for the Open Offer

If there is a tropical cyclone warning signal number 8 or above, or a ‘‘black’’ rainstormwarning:

(i) in force in Hong Kong at any local time before 12:00 noon and no longer in forceafter 12:00 noon on the latest date for acceptance of the Offer Shares and/or, as thecase may be, the Last Acceptance Date, the latest time for the acceptance of andpayment for the Offer Shares will not take place at 4:00 p.m., but will be extended to5:00 p.m. on the same day instead;

(ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on thelatest date for acceptance of the Offer Shares and/or, as the case may be, the LastAcceptance Date, the latest time for the acceptance of and payment for the OfferShares will be rescheduled to 4:00 p.m. on the following business day which doesnot have either of those warnings in force at any time between 9:00 a.m. and4:00 p.m.

If the latest time for acceptance of and payment for the Offer Shares does not take placeon the Last Acceptance Date, the dates mentioned in the section headed ‘‘Expected Timetable’’in this prospectus may be affected. Any changes to the anticipated timetable will be announcedas and when appropriate.

EXPECTED TIMETABLE

17

The Underwriter may terminate the Underwriting Agreement by notice in writing issued tothe Company at any time prior to 4:00 p.m. on the Settlement Date under any of the followingcircumstances:

(i) the powers and/or duties of the Provisional Liquidators of the Company appointed bythe Bermuda Court on 18 October 2013 (Bermuda time) as set forth in an order ofthe Bermuda Court dated 14 February 2014 (Bermuda time) are materially extendedor amended by the Bermuda Court (other than in respect of amendments which hasbeen made to such powers at the date of the Underwriting Agreement);

(ii) the making of an order to wind up of the Company;

(iii) there is any breach of any of the warranties made by the Company in any materialrespect which has come to the knowledge of the Underwriter or any event which hasoccurred or any matter which has arisen on or after the date of the UnderwritingAgreement which if it had occurred or arisen before the date of the UnderwritingAgreement would have rendered any of such warranties untrue, inaccurate ormisleading in any material respect; or

(iv) there is material adverse change in the financial position, business, property oroperations of any member of the Group compared to that as at the date of theUnderwriting Agreement.

Upon the giving of notice to terminate the Underwriting Agreement, all obligations of theUnderwriter hereunder shall cease and determine and none of the parties hereto theUnderwriting Agreement shall have any claim against the other parties in respect of any matteror thing arising out of or in connection with the Underwriting Agreement, save for anyantecedent breaches.

TERMINATION OF THE UNDERWRITING AGREEMENT

18

Titan Petrochemicals Group Limited(Provisional Liquidators appointed)

(Stock Code: 1192)(Incorporated in Bermuda with limited liability)

Executive Directors:Mr. Tang Chao Zhang (Chief Executive)Dr. Zhang Weibing

Non-executive Director:Mr. Fan Qinghua (Chairman)

Independent non-executive Directors:Mr. Lau Fai LawrenceMs. Xiang SiyingMr. Hu Hongwei

Registered office:Clarendon House2 Church StreetHamilton HM 11Bermuda

Principal place of businessin Hong Kong:

4902 Sun Hung Kai Centre30 Harbour RoadWanchaiHong Kong

8 June 2016

To the Qualifying Shareholders and,for information only, the Non-Qualifying Shareholders

Dear Sir or Madam,

OPEN OFFER OF 2,606,851,560 OFFER SHARESON THE BASIS OF ONE OFFER SHAREFOR EVERY THREE EXISTING SHARES

HELD ON THE RECORD DATE

INTRODUCTION

Reference is made to the Announcement and the Circular in relation to, among otherthings, (i) the update on the Debt Restructuring and the Remaining Indebtedness Arrangements;(ii) Interim Financing Arrangements; (iii) proposed Open Offer; (iv) Subscription of Shares; (v)update on business strategies and development; (vi) application for Whitewash Waiver; and(vii) Special Deal.

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LETTER FROM THE BOARD

The Company proposed to put forward the Open Offer on the basis of one Offer Share forevery three existing Shares held by the Qualifying Shareholders on the Record Date.

As the Open Offer will not increase the issued share capital of the Company by more than50%, the Open Offer is fully exempt as to Rule 7.24(5)(a) of the Listing Rules. Theunderwriting of the Open Offer by the Underwriter pursuant to the Underwriting Agreementconstitutes a connected transaction of the Company but is, pursuant to Rule 14A.92(2)(b) ofthe Listing Rules, exempt from the reporting, announcement and Independent Shareholders’approval requirements under Chapter 14A of the Listing Rules. As the Whitewash Waiver willcover Shares to be taken up by the Underwriter under the Underwriting Agreement (if any), theUnderwriting Agreement will also be subject to Independent Shareholders’ approval under theTakeovers Code.

On 30 May 2016, the Open Offer was approved by the Independent Shareholders by wayof poll at the SGM. GZE, Fame Dragon and the parties acting in concert with any of them,who collectively held 3,556,353,661 Shares (representing approximately 45.47% of the totalShares in issue) as at the date of the SGM, were abstain from voting on the resolutions toapprove, among others, the Open Offer and the Underwriting Agreement at the SGM.

Morgan Stanley & Co. International Plc, Mill Reef Investment S.A. and Mr. Ni Song Hua,who held 280,000 Shares, 64,240,000 Shares and 20,000,000 Shares, representingapproximately 0.004%, 0.82% and 0.26% of the total Shares in issue respectively the date ofthe SGM and have interests in the Special Deal will abstain from voting on the resolutions toapprove, among others, the Open Offer and the Underwriting Agreement at the SGM.

The purpose of this prospectus is to provide you with further information regarding theOpen Offer, including information on procedures for application and payment and certainfinancial information and other information in respect of the Group.

THE OPEN OFFER

Issue statistics

Basis of the Open Offer One (1) Offer Share for every (3) three existing Sharesheld on the Record Date

Subscription price HK$0.1 per Share

Number of Shares in issue 7,820,554,682 Shares

Number of Offer Shares 2,606,851,560 Offer Shares

Underwriting arrangement Fully underwritten by Winford Hong Kong InvestmentLimited whose ordinary business does not includeunderwriting

20

LETTER FROM THE BOARD

As at the Latest Practicable Date, save for the (i) outstanding Share Options entitling theholders thereof to subscribe for a total of 7,200,000 Shares; (ii) 555,000,000 outstanding ListcoPreferred Shares entitling the holder thereof to convert those shares into 555,000,000 Sharesbased on the conversion ratio of 1:1; and (iii) the Listco Convertible Notes in the outstandingprincipal amount of US$47,960,000 entitling holders thereof to convert those notes in523,483,348 Shares based on the conversion rate of 10,915 Shares per US$1,000, the Companyhas no outstanding convertible securities, options or warrants in issue which confer any right tosubscribe for, convert or exchange into Shares.

Pursuant to the Listco Preferred Shares Modification Deed, DBIL and the Company haveagreed that, among other things, no conversion of the Listco Preferred Shares shall occur untilthe date falling six months after the date on which trading in Shares have resumed on the StockExchange provided always that if the Company considers that it would no longer satisfyminimum public shareholding requirement under Rule 8.08 of the Listing Rules immediatelyfollowing a conversion of the Listco Preferred Shares, such conversion shall be postponed untilsuch time as the Company is satisfied that such conversion will not result in any non-compliance of Rule 8.08 of the Listing Rules.

The Listco Convertible Notes will be compromised under the Creditors’ Scheme.

As at the Latest Practicable Date, the Board had not received any information from anysubstantial Shareholders (as defined under the Listing Rules) of their intention to take up theOffer Shares to be provisionally allotted or offered to them under the Open Offer.

Offer price

The Offer Price of HK$0.1 represents (i) a discount of approximately 59.35% to theclosing price of HK$0.246 per Share as quoted on the Stock Exchange on the Last TradingDay; and (ii) a premium of approximately HK$0.62 over the audited net liability value perShare as at 31 December 2015.

Conditions of the Open Offer

The consummation of the Open Offer is conditional upon (i) the Underwriting Agreementhaving become unconditional and not being terminated in accordance with the terms andconditions of the Underwriting Agreement (conditions of the Underwriting Agreement are setout in the paragraph headed ‘‘Underwriting arrangement – Conditions of the UnderwritingAgreement’’ below); and (ii) the approval by the Independent Shareholders at the SGM.

If the conditions of the Underwriting Agreement are not fulfilled, the Open Offer will notproceed.

21

LETTER FROM THE BOARD

Qualifying Shareholders

The Open Offer is only available to the Qualifying Shareholders. The Company will send(i) the Prospectus Documents to the Qualifying Shareholders; and (ii) if and to the extentlegally and practically permissible, this prospectus, for information purposes only, to the Non-Qualifying Shareholders.

To qualify for the Open Offer, a Shareholder must, at the close of business on theRecord Date:

(i) be registered as a member of the Company on the register of members of theCompany; and

(ii) not be Non-Qualifying Shareholder.

The invitation to apply for the Offer Shares is not transferable or capable of renunciationand there will not be any trading of entitlements to apply for Offer Shares on the StockExchange.

Rights of Overseas Shareholders

The Prospectus Documents will not be registered or filed under the applicable securitiesor equivalent legislation of any jurisdiction other than Hong Kong.

Based on the register of members of the Company as at the Latest Practicable Date, therewere 2 Overseas Shareholders with addresses in Singapore and the United Kingdom. TheCompany has made enquiry with its overseas legal advisers on the laws of United Kingdomand Singapore regarding the legal restrictions under the laws of the relevant jurisdictions andthe requirements of the relevant regulatory bodies or stock exchanges for the Company to offerthe Offer Shares and excess Offer Shares to such Overseas Shareholders in accordance withRule 13.36(2)(a) of the Listing Rules.

The Company has been advised that the Company would be exempt from obtainingapproval from, and/or registration of the Prospectus Documents with, the relevant regulatoryauthorities under the applicable laws and regulations of the relevant jurisdictions since theCompany would meet the relevant requirements for exemption under the relevant jurisdictions.Therefore, the Directors have decided to extend the Open Offer to such Overseas Shareholderswith registered addresses in the United Kingdom and Singapore.

It is the responsibility of any person (including but without limitation to nominee, agentand trustee) receiving the Prospectus Documents outside Hong Kong and wishing to take upthe Offer Shares under the Open Offer to satisfy himself/herself/itself as to the full observanceof the laws of the relevant territory or jurisdiction, including obtaining any governmental orother consents or observing any other formalities which may be required in such territory orjurisdiction, and to pay any taxes, duties and other amounts required to be paid in suchterritory or jurisdiction in connection with taking up any Offer Shares. Any acceptance of theOffer Shares by any person will be deemed to constitute a representation and warranty from

22

LETTER FROM THE BOARD

such person to the Company that those local laws and requirements of the relevant territory orjurisdiction have been fully complied with HKSCC Nominees Limited, who take up the OfferShares on behalf of the CCASS participants, is not subject to the above representations andwarranty. If you are in any doubt as to your position, you should consult your professionaladvisers.

Certificates and refund cheques for the Offer Shares

Subject to the Open Offer becoming unconditional, certificates for all fully-paid OfferShares shall be despatched by ordinary post to those Qualifying Shareholders who haveaccepted and paid for their Offer Shares, at their own risk. Refund cheques in respect ofwholly or partially unsuccessful applications for Offer Shares in excess of assured allotmentsand in respect of the Offer Shares if the Open Offer is terminated shall be despatched byordinary post to the applicants at their own risk.

Status of the Offer Shares

When allotted, issued and fully paid, the Offer Shares will rank pari passu in all respectswith the Shares in issue on the date of allotment and issue of the Offer Shares. Holders of suchOffer Shares will be entitled to receive all dividends and distributions which are declared,made or paid after the date of allotment and issue of the Offer Shares.

Application for listing

The Company has applied to the Stock Exchange for the listing of, and permission to dealin the Offer Shares. Subject to the granting of the listing of, and permission to deal in theOffer Shares on the Stock Exchange, the Offer Shares will be accepted as eligible securities byHKSCC for deposit, clearance and settlement in CCASS with effect from their respective thecommencement dates of dealings on the Stock Exchange or such other date as determined byHKSCC. Settlement of transactions between participants of the Stock Exchange on any tradingday is required to take place in CCASS on the second settlement day thereafter. All activitiesunder CCASS are subject to the General Rules of CCASS and CCASS Operational Proceduresin effect from time to time. Dealings in the Offer Shares may be settled through CCASS.

Dealings in Offer Shares on the Stock Exchange will be subject to the payment of stampduty, Stock Exchange trading fee, SFC transaction levy and other applicable fees and chargesin Hong Kong.

The Offer Shares will have the same board lot size of 20,000 Shares per board lot.

23

LETTER FROM THE BOARD

Fractions of the Offer Shares

Fraction of Offer Shares will not be allotted to the Qualifying Shareholders and fractionalentitlements will be rounded down to the nearest whole number of the Offer Shares. Any OfferShares created from the aggregation of fractions of the Offer Shares will be available forexcess application by the Qualifying Shareholders. Should there be no excess application bythe Qualifying Shareholders, those Offer Shares created from the aggregation of fractions ofthe Offer Shares will be taken up by the Underwriter.

Application for excess Offer Shares

It is expected that any Offer Shares (i) not validly applied for by any QualifyingShareholders under the Open Offer; (ii) to which the Non-Qualifying Shareholders wouldotherwise have been entitled; and (iii) created by aggregating any fractional assuredentitlements, will be made available for excess and equitable applications by the QualifyingShareholders and such Offer Shares will be allocated on a fair and equitable basis.

Qualifying Shareholders will have the right to apply for any Offer Shares in excess oftheir own assured entitlements under the Application Forms but are not assured of being issuedany Offer Shares in excess of those in their assured entitlements.

Underwriting arrangement

Underwriting Agreement

Date 16 October 2015 (as supplemented and amended on 29April 2016 and 1 June 2016)

Underwriter GZE or its wholly-owned subsidiary (as confirmed byGZE subsequent to the entering into of theUnderwriting Agreement, its wholly-owned subsidiary,namely Winford Hong Kong Investment Limited, is theUnderwriter of the Open Offer

Underwriting arrangement Fully underwritten by GZE or its wholly-ownedsubsidiary

Commission Nil

Pursuant to the Underwriting Agreement, the Underwriter has conditionally agreed tounderwrite the Open Offer subject to the terms and conditions set out in the UnderwritingAgreement and, in particular, the fulfilment of the conditions contained therein. Fame Dragon,which holds the voting rights of a total of 3,556,353,661 Shares (representing approximately45.5% of the total Shares in issue as at the Latest Practicable Date) and through DBIL (awholly-owned subsidiary of GZE) holding of the benefit of all interests arising under or inconnection to the Listco Preferred Shares, is an investment holding company whose ordinarybusiness does not include underwriting.

24

LETTER FROM THE BOARD

As the Underwriter will not be charging any underwriting fee or commission, theDirectors consider that the underwriting arrangement under the Underwriting Agreement wouldbe beneficial to the Company and would allow the Company to reduce the costs and expensesin conducting the Open Offer which the Company would otherwise have to incur if a registeredbrokerage firm or an investment bank was to be appointed as the underwriter.

Conditions of the Underwriting Agreement

The obligations of the Underwriter under the Underwriting Agreement are conditional onthe following conditions:

(a) (if required under the Companies Ordinance) the delivery to the Stock Exchange andregistration by the Registrar of Companies in Hong Kong respectively on or prior tothe Posting Date and (if required under the Companies Act) the registration by theRegistrar of Companies in Bermuda prior to or as soon as practicable after thePosting Date of the Prospectus Documents (and all other documents required to befiled or delivered for registration);

(b) the posting on the Posting Date of copies of the Prospectus Documents to theQualifying Shareholders and the Prospectus to the Non-Qualifying Shareholders;

(c) the Listing Committee of the Stock Exchange granting listing of, and permission todeal in, the Offer Shares either unconditionally or subject to conditions which theCompany accepts and the satisfaction of such conditions (if any and where relevant)by no later than the Posting Date and the Listing Committee of the Stock Exchangenot having withdrawn or revoked such listings and permission on or before 4:00 p.m.on the Settlement Date;

(d) the Stock Exchange having unconditionally or conditionally in principle or otherwiseapproved the resumption of trading of the Shares based on the Resumption Proposalto be submitted to the Stock Exchange (as may be supplemented or amended fromtime to time);

(e) amendment of the Creditors’ Scheme to implement the terms of the ResumptionProposal of the Company;

(f) all consents and approvals necessary in connection with the transaction contemplatedin the Underwriting Agreement having been obtained and all applicable requirementsunder the Listing Rules and those requirements imposed under applicable laws andregulations or by the Stock Exchange, the SFC and/or the Bermuda Court in relationto the Underwriting Agreement and the transactions contemplated thereunder,including without limitation the approval of the Whitewash Waiver and the SpecialDeal by the Independent Shareholders of the Company and the grant of theWhitewash Waiver and the Special Deal consent by the Executive having beencomplied with;

25

LETTER FROM THE BOARD

(g) each condition precedent (or such other condition) required to be satisfied pursuantto the terms of each other Restructuring Documents (other than that all the conditionsprecedent in (i) the FTSD Purchase Order Framework Agreement; (ii) theManagement Services Agreement; and (iii) the Underwriting Agreement) havingbeen satisfied or waived for the purpose of making the Restructuring Documentseffective in accordance with its terms;

(h) the Company having obtained the approval of its Independent Shareholders in ageneral meeting in respect of the Whitewash Waiver;

(i) the grant of the Whitewash Waiver by the SFC; and

(j) the Underwriting Agreement and the transactions contemplated by it, including theallotment and issue of any shares or securities of the Company, having obtained theIndependent Shareholders’ approval in SGM.

None of the conditions set out above can be waived. As at the Latest Practicable Date,conditions (d), (h), (i) and (j) set out above has been satisfied. In the conditions are notfulfilled on or before 31 August 2016 (or such later date as may be agreed among the partieshereto in writing), any parties hereto may terminate the Underwriting Agreement by givingeach other party hereto not less than 30 days’ written notice and, upon the termination of theUnderwriting Agreement, all the obligations of the parties hereto shall immediately cease andnone of the parties hereto shall have any claim against any other party hereto in respect of anymatter arising out of or in connection with the Underwriting Agreement, save for anyantecedent breaches.

Termination and Force Majeure of the Underwriting Agreement

The Underwriter may terminate the arrangements set out in the Underwriting Agreementby notice in writing issued to the Company at any time prior to 4:00 p.m. on the SettlementDate under any of the following circumstances:

(i) the powers and/or duties of the Provisional Liquidators of the Company appointed bythe Bermuda Court on 18 October 2013 (Bermuda time) as set forth in an order ofthe Bermuda Court dated 14 February 2014 are materially extended or amended bythe Bermuda Court (other than in respect of amendments which has been made tosuch powers at the date of the Underwriting Agreement);

(ii) the making of an order to wind up of the Company;

(iii) there is any breach of any of the warranties made by the Company in any materialrespect which has come to the knowledge of the Underwriter or any event which hasoccurred or any matter which has arisen on or after the date of the UnderwritingAgreement which if it had occurred or arisen before the date hereof would haverendered any of such warranties untrue, inaccurate or misleading in any materialrespect; or

26

LETTER FROM THE BOARD

(iv) there is material adverse change in the financial position, business, property oroperations of any member of the Group compared to that as at the date of theUnderwriting Agreement.

Upon the giving of notice pursuant to the Underwriting Agreement, all obligations of theUnderwriter hereunder shall cease and determine and none of the parties hereto shall have anyclaim against the other parties in respect of any matter or thing arising out of or in connectionwith the Underwriting Agreement, save for any antecedent breaches.

THE PROCEDURES FOR APPLICATION AND PAYMENT

Application for Offer Shares

The Application Form is enclosed with this prospectus which entitles the QualifyingShareholders to whom it is addressed to apply for the number of Offer Shares on an assuredbasis as shown therein subject to payment in full no later than the Latest Time for Acceptance.Qualifying Shareholders should note that they may apply for any number of Offer Sharesassured only up to the number set out in the Application Form.

If Qualifying Shareholders wish to apply for all the Offer Shares offered to them asspecified in the Application Form or wish to apply for any number less than their assuredentitlement under the Open Offer, they must complete, sign and lodge the Application Form inaccordance with the instructions printed thereon, together with remittance for the full amountpayable in respect of such number of Offer Shares they have applied with the Hong KongBranch Registrar at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by nolater than 4:00 p.m. on Thursday, 23 June 2016. All remittance(s) must be made by cheque orcashier’s order in Hong Kong dollars and cheques must be drawn on an account with, orcashier’s orders must be issued by, a licensed bank in Hong Kong and made payable to ‘‘TitanPetrochemicals Group Limited – Open Offer Account’’ and crossed ‘‘Account Payee Only’’.

It should be noted that unless the duly completed and signed Application Form,together with the appropriate remittance, have been lodged with Hong Kong BranchRegistrar, by no later than 4:00 p.m. on Thursday, 23 June 2016, the assured entitlementunder the Open Offer and all rights in relation thereto shall be deemed to have beendeclined and will be cancelled.

Application for Offer Shares in excess of assured allotments

The Offer Shares (i) which are not validly applied for by any Qualifying Shareholdersunder the Open Offer; (ii) to which the Non-Qualifying Shareholders would otherwise havebeen entitled; and (iii) created by aggregating any fractional assured entitlements, will be madeavailable for excess application by Qualifying Shareholders. Qualifying Shareholders will havethe right to apply for any Offer Shares in excess of their own assured allotments under theApplication Forms but are not assured of being allocated any Shares in excess of those in theirassured allotments.

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LETTER FROM THE BOARD

Application for excess Offer Shares should be made by completing the EAF(s) enclosedwith this prospectus for excess Offer Shares and lodging the same in accordance with theinstructions printed thereon with a separate remittance for the full amount payable in respect ofthe number of excess Offer Shares being applied for, with the Hong Kong Branch Registrar atLevel 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by no later than 4:00 p.m. onThursday, 23 June 2016. All remittances must be made by cheque or cashier’s order in HongKong dollars and cheques must be drawn on an account with, or cashier’s orders must beissued by, a licensed bank in Hong Kong and made payable to ‘‘Titan Petrochemicals GroupLimited – Excess Application Account’’ and crossed ‘‘Account Payee Only’’.

It should be noted that unless the duly completed and signed EAF, together with theappropriate remittance, have been lodged with the Hong Kong Branch Registrar by nolater than 4:00 p.m. on Thursday, 23 June 2016, the EAF is liable to be rejected. It shouldalso be noted that the lodging of the EAF does not assure the Qualifying Shareholders ofbeing allocated any Offer Shares in excess of those in their assured entitlements.

The Company will allocate the Offer Shares in excess of assured allotments at theirdiscretion on a fair and equitable basis, on a pro-rata basis to the excess Offer Shares appliedfor by the Qualifying Shareholders. However, no preference will be given to topping-up oddlots to whole board lots. Shareholders who have been offered odd lots of the Offered Sharesshould note that there is no guarantee that such odd lots of the Offer Shares will be topped upto create whole board lots pursuant to applications for excess Offer Shares.

The Company will notify the Qualifying Shareholders the allocation result of applicationfor the Offer Shares and the excess Offer Shares on Wednesday, 29 June 2016 by way ofannouncement.

All cheques or cashier’s orders will be presented for payment immediately followingreceipt and all interest earned on such application monies (if any) will be retained for thebenefit of the Company. Any EAF in respect of which the cheque or cashier’s order isdishonoured on first presentation is liable to be rejected. No receipt will be issued in respect ofany EAF or any application monies received.

Persons whose Shares are held by a nominee company (or which are held in CCASS)should note that for the purposes of the principles above, the Company will regard the nomineecompany (including HKSCC) as a single Shareholder according to the register of members ofthe Company. Accordingly, persons whose Shares are registered in the name of a nomineecompany (or which are held in CCASS) should note that the arrangements in relation to theallocation of the excess Offer Shares will not be extended to them individually.

28

LETTER FROM THE BOARD

Both the Application Form and EAF are for the use by the person(s) named thereinonly and are not transferable.

No receipt will be issued in respect of any application monies received.

WARNING: The issue of this prospectus does not mean that listing of the OfferShares will be approved by the Stock Exchange.

REASONS FOR THE OPEN OFFER AND USE OF PROCEEDS

The Company intends to use the proceeds from the Open Offer to fund its DebtRestructuring and the repayment of the outstanding indebtedness of the Group other than thosethat will form part of the claims to be restructured under the Debt Restructuring. Given thefinancial situation of the Group and having considered other fund raising alternatives for theGroup, such as placing of new Shares or other convertible bonds, and the benefits and cost ofeach of the alternatives, the Board considers that the Open Offer would be in the interests ofthe Company and the Shareholders as a whole as the Open Offer would offer all the QualifyingShareholders an equal opportunity to participate in the enlargement of the capital base of theCompany at the same price; and it would enable the Qualifying Shareholders to continue toparticipate in the future development of the Company should they wish to do so.

The aggregate gross proceeds from the Open Offer will amount to approximatelyHK$260.7 million. The aggregate net proceeds from the Open Offer (after deducting the costsand expenses) are estimated to be approximately HK$259.2 million, representing the net priceof approximately HK$0.099 per Offer Share. The aggregate net proceeds will be used for,among which, (i) approximately HK$133.0 million for funding the Debt Restructuring; (ii)approximately HK$31.0 million for the repayment of the outstanding indebtedness of theGroup (other than those that will form part of the claims to be restructured under the DebtRestructuring); (iii) approximately HK$70.5 million for the upgrade and modification of theQuanzhou Shipyard; and (iv) approximately HK$24.7 million for the working capital of theGroup.

PREVIOUS FUND RAISING EXERCISE OF THE COMPANY

The Company did not raise any funds by the issue of equity securities during the twelvemonths immediately preceding the Latest Practicable Date.

SHAREHOLDING STRUCTURE

As at the Latest Practicable Date, the Company has in issue (i) 7,820,554,682 Shares; (ii)outstanding Share Options entitling the holders thereof to subscribe for a total of 7,200,000Shares; (iii) 555,000,000 outstanding Listco Preferred Shares entitling the holder thereof toconvert those shares into 555,000,000 Shares based on the conversion ratio of 1:1; and (iv) theListco Convertible Notes in the outstanding principal amount of US$47,960,000 entitlingholders thereof to convert those notes into 523,483,348 Shares based on the conversion rate of10,915 Shares per US$1,000.

29

LETTER FROM THE BOARD

Based on the best knowledge of the Directors, set out below is the shareholding structureof the Company (i) as at the date of Latest Practicable Date; (ii) immediately upon completionof the Open Offer (assuming no exercise of Share Options); (iii) immediately upon completionof the Open Offer (assuming no exercise of Share Options), the Subscription, debt settlement(including the issue of 9,382,164,000 new Shares to GZE under the Shipyard TerminationAgreement, the issue of 1,920,886,282 new Shares to the holders of Existing Notes, the issueof 3,595,420,415 new Shares to Fame Dragon under the Assumption Agreement, the issue of14,000,000 Consideration Shares and the issue of maximum 2,642,391,624 Shares, 42,436,766Shares and 6,405,286 Shares to GZE and the parties acting in concert with it upon resumptionof trading of the Shares on the Stock Exchange in respect of the Debt ReschedulingAgreements, Interim Financing Agreements and Working Capital Loan Agreement respectivelyon the assumption (a) the completion of the transactions contemplated under the ResumptionProposal would take place on 15 July 2016, being the latest date of satisfying of certainconditions pursuant to the letter issued by the Stock Exchange to allow the Company toproceed with the Resumption Proposal; and (b) the remaining funds available under the InterimFinancing Agreements and the Working Capital Loan Agreement are drawn down as at theLatest Practicable Date and the exercise of the warrants granted to FELS under theManagement Services Agreement; (iv) immediately upon completion of the Open Offer(assuming no exercise of Share Options), the Subscription, debt settlement (including the issueof 9,382,164,000 new Shares to GZE under the Shipyard Termination Agreement, the issue of1,920,886,282 new Shares to the holders of Existing Notes and the issue of 3,595,420,415 newShares to Fame Dragon under the Assumption Agreement), the issue of 14,000,000Consideration Shares, the issue of maximum 2,642,391,624 Shares, 42,436,766 Shares and6,405,286 Shares to GZE and the parties acting in concert with it upon resumption of tradingof the Shares on the Stock Exchange in respect of the Debt Rescheduling Agreements, InterimFinancing Agreements and Working Capital Loan Agreement respectively on the assumption(a) the completion of the transactions contemplated under the Resumption Proposal would takeplace on 15 July 2016, being the latest date of satisfying of certain conditions pursuant to theletter issued by the Stock Exchange to allow the Company to proceed with the ResumptionProposal; and (b) the remaining funds available under the Interim Financing Agreements andthe Working Capital Loan Agreement are drawn down as at the Latest Practicable Date and theexercise of the warrants granted to FELS under the Management Services Agreement; (v)immediately upon completion of the Open Offer (assuming no exercise of Share Options), theSubscription, debt settlement (including the issue of 9,382,164,000 new Shares to GZE underthe Shipyard Termination Agreement, the issue of 1,920,886,282 new Shares to the holders ofExisting Notes, the issue of 3,595,420,415 new Shares to Fame Dragon under the AssumptionAgreement), the issue of 14,000,000 Consideration Shares, the issue of maximum2,642,391,624 Shares, 42,436,766 Shares and 6,405,286 Shares to GZE and the parties acting

30

LETTER FROM THE BOARD

in concert with it upon resumption of trading of the Shares on the Stock Exchange in respect ofthe Debt Rescheduling Agreements, Interim Financing Agreements and Working Capital LoanAgreement respectively on the assumption (a) the completion of the transactions contemplatedunder the Resumption Proposal would take place on 15 July 2016, being the latest date ofsatisfying of certain conditions pursuant to the letter issued by the Stock Exchange to allow theCompany to proceed with the Resumption Proposal; and (b) the remaining funds availableunder the Interim Financing Agreements and the Working Capital Loan Agreement are drawndown as at the Latest Practicable Date and the exercise of the warrants granted to FELS underthe Management Services Agreement and the conversion of the Listco Preferred Shares; and(vi) immediately upon completion of the Open Offer (assuming all Share Options areexercised), the Subscription, debt settlement (including the issue of 9,382,164,000 new Sharesto GZE under the Shipyard Termination Agreement, the issue of 1,920,886,282 new Shares tothe holders of Existing Notes, the issue of 3,595,420,415 new Shares to Fame Dragon underthe Assumption Agreement), the issue of 14,000,000 Consideration Shares, the issue ofmaximum 2,642,391,624 Shares, 42,436,766 Shares and 6,405,286 Shares to GZE and theparties acting in concert with it upon resumption of trading of the Shares on the StockExchange in respect of the Debt Rescheduling Agreements, Interim Financing Agreements andWorking Capital Loan Agreement respectively on the assumption (a) the completion of thetransactions contemplated under the Resumption Proposal would take place on 15 July 2016,being the latest date of satisfying of certain conditions pursuant to the letter issued by theStock Exchange to allow the Company to proceed with the Resumption Proposal; and (b) theremaining funds available under the Interim Financing Agreements and the Working CapitalLoan Agreement are drawn down as at the Latest Practicable Date, the conversion of the ListcoPreferred Shares and the exercise of warrants granted to FELS under the Management ServicesAgreement.

31

LETTER FROM THE BOARD

(i)Asat

the

Latest

Prac

ticab

leDate

(ii)Im

med

iately

upon

completion

oftheOpe

nOffer

(assum

ingno

exercise

ofSh

areOption)

Shar

eholde

rsAssum

ingno

Shar

eholde

rtake

uptheOffer

Shar

esAssum

ingallSh

areh

olde

rstake

uptheOffer

Shar

esNum

berof

Shares

App

roximate %

Num

berof

Shares

App

roximate %

Num

berof

Shares

App

roximate %

FameDrago

n(N

ote6)

3,55

6,35

3,66

145

.53,55

6,35

3,66

134

.14,74

1,80

4,88

145

.5DBIL

––

––

––

Und

erwriter

(Note1)

––

2,60

6,85

1,56

025

.0–

–

GZE

(for

itselfan

dits

who

lly-owne

dsubsidiary

taking

uptheOffer

Shares)(N

ote1an

d6)

––

––

––

GZE

andpa

rties

actin

gin

conc

ertwith

it(N

ote6)

3,55

6,35

3,66

145

.56,16

3,20

5,22

159

.14,74

1,80

4,88

145

.5

Subscriber

––

––

––

Moral

BaseInve

stmen

tLimite

d(N

ote2)

1,00

0,00

0,00

012

.81,00

0,00

0,00

09.6

1,33

3,33

3,33

312

.8

Optionho

lders–

Shares

Options

unde

rtheSh

areOptionSc

heme

oftheCom

pany

––

––

––

FELS

(Note3)

––

––

––

Holde

rsof

Existin

gNotes

(Note4)

84,520

,000

1.0

84,520

,000

0.8

112,69

3,33

31.0

Lego

––

––

––

Otherspu

blic

Shareh

olde

rs3,17

9,68

1,02

140

.73,17

9,68

1,02

130

.54,23

9,57

4,69

540

.7

Public

3,26

4,20

1,02

141

.74,26

4,20

1,02

140

.94,35

2,26

8,02

841

.7(N

ote5)

(Note5)

Total

7,82

0,55

4,68

210

0.0

10,427

,406

,242

100.0

10,427

,406

,242

100.0

32

LETTER FROM THE BOARD

(iii)

immed

iately

upon

completionof

theOpe

nOffer

(assum

ingno

exercise

ofSh

areOptions

),theSu

bscription

,de

btsettlemen

t(inc

luding

theissu

eof

9,38

2,16

4,00

0ne

wSh

ares

toGZE

unde

rtheSh

ipya

rdTermination

Agr

eemen

t,theissu

eof

1,92

0,88

6,28

2ne

wSh

ares

totheho

ldersof

ExistingNotes,theissu

eof

3,59

5,42

0,41

5ne

wSh

ares

toFam

eDra

gonun

dertheAssum

ptionAgr

eemen

t),theissu

eof

theCon

side

ration

Shar

esan

dthe

issu

eof

max

imum

numbe

rof

new

Shar

esto

GZE

andFam

eDra

gonun

dertheDeb

tResch

edulingAgr

eemen

ts,

Wor

king

Cap

ital

Loa

nAgr

eemen

tan

dIn

terim

Finan

cing

Agr

eemen

ts

Shar

eholde

rsAssum

ingno

Shar

eholde

rtake

uptheOffer

Shar

esAssum

ingallSh

areh

olde

rstake

uptheOffer

Shar

esNum

berof

Shares

App

roximate %

Num

berof

Shares

App

roximate %

FameDrago

n(N

ote6)

7,19

4,21

0,84

223

.58,37

9,66

2,06

227

.3DBIL

––

––

Und

erwriter(N

ote1)

2,60

6,85

1,56

08.5

––

GZE

(for

itselfan

dits

who

lly-owne

dsubsidiary

taking

uptheOffer

Shares)

(Note1an

dNote6)

12,030

,960

,910

39.3

12,030

,960

,910

39.3

GZE

andpa

rtiesactin

gin

conc

ertwith

it(N

ote6)

21,832

,023

,312

71.3

20,410

,622

,972

66.6

Subscriber

2,60

0,00

0,00

08.5

2,60

0,00

0,00

08.5

Moral

BaseInve

stmen

tLim

ited(N

ote2)

1,00

0,00

0,00

03.3

1,33

3,33

3,33

34.4

Optionho

lders–

Shares

Options

unde

rtheSh

areOption

Sche

meof

theCom

pany

––

––

FELS(N

ote3)

––

––

Holde

rsof

ExistingNotes

(Note4)

2,00

5,40

6,28

26.5

2,03

3,57

9,61

56.6

Leg

o14

,000

,000

0.0

14,000

,000

0.0

Otherspu

blic

Shareh

olde

rs3,17

9,68

1,02

110

.44,23

9,57

4,69

513

.9

Public

8,79

9,08

7,30

328

.710

,220

,487

,643

33.4

(Note5)

(Note5)

(Note5)

(Note5)

Total

30,631

,110

,615

100.0

30,631

,110

,615

100.0

33

LETTER FROM THE BOARD

(iv)

immed

iately

upon

completionof

theOpe

nOffer

(assum

ingno

exercise

ofSh

areOptions

),theSu

bscription

,de

btsettlemen

t(inc

luding

theissu

eof

9,38

2,16

4,00

0ne

wSh

ares

toGZE

unde

rtheSh

ipya

rdTermination

Agr

eemen

t,theissu

eof

1,92

0,88

6,28

2ne

wSh

ares

totheho

ldersof

ExistingNotes,theissu

eof

3,59

5,42

0,41

5ne

wSh

ares

toFam

eDra

gonun

dertheAssum

ptionAgr

eemen

t),theissu

eof

theCon

side

ration

Shar

es,the

issu

eof

max

imum

numbe

rof

new

Shar

esto

GZE

andFam

eDra

gonun

dertheDeb

tResch

edulingAgr

eemen

ts,

Wor

king

Cap

ital

Loa

nAgr

eemen

tan

dIn

terim

Finan

cing

Agr

eemen

ts,an

dtheex

ercise

ofthewar

rantsgran

ted

toFELSun

dertheMan

agem

entSe

rvices

Agr

eemen

t

Shar

eholde

rsAssum

ingno

Shar

eholde

rtake

uptheOffer

Shar

esAssum

ingallSh

areh

olde

rstake

uptheOffer

Shar

esNum

berof

Shares

App

roximate %

Num

berof

Shares

App

roximate %

FameDrago

n(N

ote6)

7,19

4,21

0,84

221

.28,37

9,66

2,06

224

.7DBIL

––

––

Und

erwriter(N

ote1)

2,60

6,85

1,56

07.7

––

GZE

(for

itselfan

dits

who

lly-owne

dsubsidiary

taking

uptheOffer

Shares)

(Note1an

dNote6)

12,030

,960

,910

35.3

12,030

,960

,910

35.3

GZE

andpa

rtiesactin

gin

conc

ertwith

it(N

ote6)

21,832

,023

,312

64.2

20,410

,622

,972

60.0

Subscriber

2,60

0,00

0,00

07.7

2,60

0,00

0,00

07.7

Moral

BaseInve

stmen

tLim

ited(N

ote2)

1,00

0,00

0,00

02.9

1,33

3,33

3,33

33.9

Optionho

lders–

Shares

Options

unde

rtheSh

areOption

Sche

meof

theCom

pany

––

––

FELS(N

ote3)

3,36

5,68

2,52

09.9

3,36

5,68

2,52

09.9

Holde

rsof

ExistingNotes

(Note4)

2,00

5,40

6,28

25.9

2,03

3,57

9,61

56.0

Leg

o14

,000

,000

0.0

14,000

,000

0.0

Otherspu

blic

Shareh

olde

rs3,17

9,68

1,02

19.4

4,23

9,57

4,69

512

.5

Public

12,164

,769

,823

35.8

13,586

,170

,163

40.0

(Note5)

(Note5)

(Note5)

(Note5)

Total

33,996

,793

,135

100.0

33,996

,793

,135

100.0

34

LETTER FROM THE BOARD

(v)im

med

iately

upon

completionof

theOpe

nOffer

(assum

ingno

exercise

ofSh

areOptions

),theSu

bscription

,de

btsettlemen

t(inc

luding

theissu

eof

9,38

2,16

4,00

0ne

wSh

ares

toGZE

unde

rtheSh

ipya

rdTermination

Agr

eemen

t,theissu

eof

1,92

0,88

6,28

2ne

wSh

ares

totheho

ldersof

ExistingNotes,theissu

eof

3,59

5,42

0,41

5ne

wSh

ares

toFam

eDra

gonun

dertheAssum

ptionAgr

eemen

t),theissu

eof

theCon

side

ration

Shar

esan

dthe

issu

eof

max

imum

numbe

rof

new

Shar

esto

GZE

andFam

eDra

gonun

dertheDeb

tResch

edulingAgr

eemen

ts,

Wor

king

Cap

ital

Loa

nAgr

eemen

tan

dIn

terim

Finan

cing

Agr

eemen

ts,theex

ercise

ofthewar

rantsgr

antedto

FELSun

dertheMan

agem

entSe

rvices

Agr

eemen

tan

dtheco

nversion

oftheListcoPreferred

Shar

es

Shar

eholde

rsAssum

ingno

Shar

eholde

rtake

uptheOffer

Shar

esAssum

ingallSh

areh

olde

rstake

uptheOffer

Shar

esNum

berof

Shares

App

roximate %

Num

berof

Shares

App

roximate %

FameDrago

n(N

ote6)

7,19

4,21

0,84

220

.88,37

9,66

2,06

224

.3DBIL

555,00

0,00

01.6

555,00

0,00

01.6

Und

erwriter(N

ote1)

2,60

6,85

1,56

07.6

––

GZE

(for

itselfan

dits

who

lly-owne

dsubsidiary

taking

uptheOffer

Shares)

(Note1an

dNote6)

12,030

,960

,910

34.8

12,030

,960

,910

34.8

GZE

andpa

rtiesactin

gin

conc

ertwith

it(N

ote6)

22,387

,023

,312

64.8

20,965

,622

,972

60.7

Subscriber

2,60

0,00

0,00

07.5

2,60

0,00

0,00

07.5

Moral

BaseInve

stmen

tLim

ited(N

ote2)

1,00

0,00

0,00

02.9

1,33

3,33

3,33

33.9

Optionho

lders–

Shares

Options

unde

rtheSh

areOption

Sche

meof

theCom

pany

––

––

FELS(N

ote3)

3,36

5,68

2,52

09.7

3,36

5,68

2,52

09.7

Holde

rsof

ExistingNotes

(Note4)

2,00

5,40

6,28

25.9

2,03

3,57

9,61

55.9

Leg

o14

,000

,000

0.0

14,000

,000

0.0

Otherspu

blic

Shareh

olde

rs3,17

9,68

1,02

19.2

4,23

9,57

4,69

512

.3

Public

12,164

,769

,823

35.2

13,586

,170

,163

39.3

(Note5)

(Note5)

(Note5)

(Note5)

Total

34,551

,793

,135

100.0

34,551

,793

,135

100.0

35

LETTER FROM THE BOARD

(vi)

immed

iately

upon

completionof

theOpe

nOffer

(assum

ingallSh

areOptions

areex

ercised),the

Subs

cription

,de

btsettlemen

t(inc

luding

theissu

eof

9,38

2,16

4,00

0ne

wSh

ares

toGZE

unde

rtheSh

ipya

rdTerminationAgr

eemen

t,theissu

eof

1,92

0,88

6,28

2ne

wSh

ares

totheho

ldersof

ExistingNotes,theissu

eof

3,59

5,42

0,41

5ne

wSh

ares

toFam

eDra

gonun

dertheAssum

ptionAgr

eemen

t),theissu

eof

theCon

side

ration

Shar

es,theissu

eof

max

imum

numbe

rof

new

Shar

esto

GZE,Fam

eDra

gonun

dertheDeb

tResch

eduling

Agr

eemen

ts,W

orking

Cap

ital

Loa

nAgr

eemen

tan

dIn

terim

Finan

cing

Agr

eemen

ts,theco

nversion

ofthe

ListcoPreferred

Shar

esan

dtheex

ercise

ofwar

rantsgr

antedto

FELSun

derthe

Man

agem

entSe

rvices

Agr

eemen

t

Shar

eholde

rsAssum

ingno

Shar

eholde

rtake

uptheOffer

Shar

esAssum

ingallSh

areh

olde

rstake

uptheOffer

Shar

esNum

berof

Shares

App

roximate %

Num

berof

Shares

App

roximate %

FameDrago

n(N

ote6)

7,19

4,21

0,84

220

.88,37

9,66

2,06

224

.3DBIL

555,00

0,00

01.6

555,00

0,00

01.6

Und

erwriter(N

ote1)

2,60

9,25

1,56

07.6

––

GZE

(for

itselfan

dits

who

lly-owne

dsubsidiary

taking

uptheOffer

Shares)

(Note1an

dNote6)

12,030

,960

,910

34.8

12,030

,960

,910

34.8

GZE

andpa

rtiesactin

gin

conc

ertwith

it(N

ote6)

22,389

,423

,312

64.8

20,965

,622

,972

60.7

Subscriber

2,60

0,00

0,00

07.5

2,60

0,00

0,00

07.5

Moral

BaseInve

stmen

tLim

ited(N

ote2)

1,00

0,00

0,00

02.9

1,33

3,33

3,33

33.9

Optionho

lders–

Shares

Options

unde

rtheSh

areOption

Sche

meof

theCom

pany

7,20

0,00

00.0

9,60

0,00

00.0

FELS(N

ote3)

3,36

5,68

2,52

09.7

3,36

5,68

2,52

09.7

Holde

rsof

ExistingNotes

(Note4)

2,00

5,40

6,28

25.8

2,03

3,57

9,61

55.9

Leg

o14

,000

,000

0.0

14,000

,000

0.0

Otherspu

blic

Shareh

olde

rs3,17

9,68

1,02

19.3

4,23

9,57

4,69

512

.3

Public

12,171

,969

,823

35.2

13,595

,770

,163

39.3

(Note5)

(Note5)

(Note5)

(Note5)

Total

34,561

,393

,135

100.0

34,561

,393

,135

100.0

36

LETTER FROM THE BOARD

Notes:

1. Pursuant to the Underwriting Agreement, if GZE is required to take up the unsubscribed Offer Shares,such Offer Shares can be taken up by GZE itself or GZE can procure its wholly-owned subsidiary totake up the Offer Shares.

2. Moral Base Investment Limited, which is beneficially owned as to 50% by Mr. Wong Chi Leung and50% by Ms. Wong Kwok Ying, the spouse of Mr. Wong Chi Leung, (save for their shareholding in theCompany, Mr. Wong Chi Leung and Ms. Wong Kwok Ying are Independent Third Parties) will beregarded as public Shareholders if its shareholding is less than 10% of the issued share capital of theCompany.

3. It is one of the conditions precedent of the Management Services Agreement that the Company havinggranted FELS (or such other person as FELS may specify) the convertible bonds which are convertible,at the option of the holder of such bonds, into 9.9% of the total issued share capital of the Companyafter completion of the Debt Restructuring and on terms as described in the announcement of theCompany dated 25 November 2013 or the warrants to subscribe for 9.9% of the total issued sharecapital of the Company after completion of the Debt Restructuring at an indicative initial subscriptionprice of HK$0.12 at any time during a period of four years from the issue of the warrants, as elected byFELS in its absolute discretion, and having complied with all applicable requirements under the ListingRules or those requirements imposed by the Stock Exchange, the SFC and/or the Bermuda Court inrespect of the convertible bonds or the warrants as so elected by FELS. FELS has since elected to begranted the FELS Warrants.

4. The aggregate outstanding amount and the accrued interests of the Existing Notes under the Creditors’Scheme are amounted to approximately US$181.1 million (equivalent to approximately HK$1,412.7million). Based on the Creditors’ Scheme, the aggregate number of Shares for the Creditors’ Schemewill be 1,920,886,282.

5. The figures or percentages included the Shares and/or the percentage of shareholding of Moral BaseInvestment Limited as its shareholding is less than 10% of the issued share capital of the Company inthe respective scenario.

6. Pursuant to the Debt Rescheduling Agreements, the Interim Financing Agreements and the WorkingCapital Loan Agreement, GZE or Fame Dragon can procure their respective wholly-owned subsidiary totake up the new Shares to be issued and allotted thereunder.

7. The percentage shown are rounded to the nearest 1 decimal place. Numbers may not add up to 100%due to rounding.

37

LETTER FROM THE BOARD

INFORMATION ON THE GROUP

Before the Suspension, the Group was engaged in the operation of onshore and offshoreoil storage facilities, transportation, supply and distribution of oil and chemical products, andshipbuilding and ship repair.

As disclosed in the annual report of the Company for the year ended 31 December 2015,the Group did not earn any revenue for the year ended 31 December 2015.

None of the Company, the controlling Shareholders (including GZE) or the Directors hasany present agreement, arrangement, intention, negotiation and/or plan to carry out a principalbusiness other than the existing business of the Company within 24 months after Resumption,save for the businesses to be operated by the Group pursuant to the Restructuring. None of thecontrolling Shareholders (including GZE) has any intention or plans to dispose of itscontrolling interests in the Company within 24 months after Resumption. All of the Directorswill remain with the Board after Resumption.

ADJUSTMENT TO THE SHARE OPTIONS

As a result of the Open Offer, it is expected that the exercise prices of, and/or the numberof Shares subject to, the outstanding share options will be adjusted in accordance with theterms and conditions of the share option scheme of the Company. The Company will engagethe Company’s auditors/independent financial adviser to review and determine the relevantadjustments and make further announcements on the appropriate adjustments and the date theyare expected to take effect in due course.

WARNING OF THE RISKS OF DEALING IN THE SHARES

The Open Offer is conditional, inter alia, upon the fulfillment of the conditions setout in the section headed ‘‘Conditions of the Open Offer’’ in this prospectus. Inparticular, the Open Offer is conditional upon the Underwriting Agreement havingbecome unconditional and the Underwriter not having terminated the UnderwritingAgreement in accordance with the terms thereof as set out in the paragraph headed‘‘Termination of the Underwriting Agreement’’ in this prospectus. Accordingly, the OpenOffer may or may not proceed. Shareholders and potential investors of the Companyshould therefore exercise extreme caution when dealing in the Shares, and if they are inany doubt about their position, they should consult their professional advisers.

The release of this prospectus does not mean that listing of the Offer Shares will beapproved by the Stock Exchange.

38

LETTER FROM THE BOARD

CONTINUED SUSPENSION OF TRADING IN THE SHARES

Trading in the Shares on the Stock Exchange has been suspended since 19 June 2012.Until satisfaction of all the conditions of Resumption set by the Stock Exchange, tradingin the Shares will continue to be suspended. The release of this prospectus and/or theProspectus Documents does not indicate that the Shares will resume trading. Shareholdersshould note that the Shares may be delisted by the Stock Exchange in the event that theCompany fails to satisfy all the conditions of Resumption within the time stipulated by theStock Exchange. Accordingly, Shareholders and potential investors of the Company areadvised to exercise caution when dealing in the Shares.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to thisprospectus.

By Order of the BoardTitan Petrochemicals Group Limited

Zhang WeibingExecutive Director

39

LETTER FROM THE BOARD

1. FINANCIAL INFORMATION OF THE GROUP

Financial summary for the three years ended 31 December 2015

Financial information of the Group for each of the three years ended 31 December2013, 2014 and 2015 were disclosed in the annual reports of the Company for the yearsended 31 December 2013 (pages 47 to 153), 2014 (pages 43 to 159) and 2015 (pages 38to 146), which were published on both the website of the Stock Exchange (http://www.hkexnews.hk) and the website of the Company (http://www.petrotitan.com)respectively.

The consolidated financial statements for the years ended 31 December 2013, 2014and 2015 were audited by HLB Hodgson Impey Cheng Limited. The disclaimers ofopinion for the year ended 31 December 2013, 2014 and 2015 were disclosed in pages 38to 46, pages 34 to 42 and pages 30 to 37 of the annual reports of the Company for theyears ended 31 December 2013, 2014 and 2015 respectively. Please refer to thehyperlinks as stated below:

2013 annual report:

http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0530/LTN20140530235.pdf

2014 annual report:

http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0424/LTN20150424576.pdf

2015 annual report:

http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0405/LTN201604051472.pdf

2. INDEBTEDNESS STATEMENT

At the close of business on 30 April 2016, being the latest practicable date forascertaining this information prior to the printing of this prospectus, the Restructured Grouphad aggregate outstanding borrowings of approximately HK$4,701 million, accounts payable ofapproximately HK$307 million, amounts due to the ultimate holding company ofapproximately HK$897 million (including RMB740 million (equivalent to approximatelyHK$894 million) under the Shipyard Termination Agreement), amounts due to deconsolidatedcompanies of approximately HK$490 million, amount due to the deconsolidated jointlycontrolled entity of approximately HK$165 million and other payables and accruals ofapproximately HK$487 million respectively.

I – 1

APPENDIX I FINANCIAL INFORMATION OF THE GROUP

Borrowings comprised of guaranteed and secured loan and accrued interests from theultimate holding company of approximately HK$1,844 million and approximately HK$229million respectively, guaranteed and unsecured loan and accrued interests from the ultimateholding company of approximately HK$97 million and approximately HK$12 millionrespectively, unsecured and unpledged loan and accrued interests from the ultimate holdingcompany of approximately HK$10 million and approximately HK$0.2 million, guaranteed andunsecured bank loan of approximately HK$6 million, unsecured loans and its accrued interestfrom the immediate holding company of approximately HK$155 million and approximatelyHK$4 million, the 2012 Senior Notes with a par value of HK$826 million and a carrying valueof approximately HK$882 million, Listco Convertible Notes with a par value of HK$374million and a carrying value approximately HK$442 million, PIK Notes Due 2015 with a parvalue of HK$85 million and a carrying value of approximately HK$89 million, K-Line Noteswith a par value of HK$195 million and a carrying value of approximately HK$203 million,and Listco Preferred Shares with a par value of HK$310.8 million and a carrying value ofHK$440 million, other secured loans and its accrued interest of approximately HK$165 millionand approximately HK$26 million respectively and other unsecured loan and its accruedinterest of approximately HK$87 million and approximately HK$10 million.

The Restructured Group’s borrowings were secured by the construction in progress,machinery, buildings, prepaid land/seabed lease payments, investment property, shares ofcertain subsidiaries, certain Company’s shares owned by a related party of the Company,personal guarantees executed by a related party and a former director of the Company andcorporate guarantees executed by the Company and its subsidiaries.

Save as aforesaid and elsewhere as disclosed in this prospectus and apart from normaltrade payables in the ordinary course of business, other payables and accruals, none of theentities of the Group had any debt securities which are issued and outstanding, or authorised orotherwise created but unissued term loans, other borrowings or indebtedness including bankoverdrafts loans or other similar indebtedness liabilities under acceptances (other than normaltrade bills) acceptance credits or hire purchase commitments, mortgage, charges, activities orother material contingent liabilities as at the close of business on 30 April 2016.

3. WORKING CAPITAL STATEMENT

The Directors are of the opinion that, after taking into account of the proceeds from theOpen Offer and Subscription, cash flow from operation of the Group, the Group would havesufficient working capital to satisfy its present requirements of the next twelve months fromthe date of Resumption.

4. MATERIAL ADVERSE CHANGES

As at the Latest Practicable Date, the Directors were not aware of any material adversechange in the financial or trading position of the Group since 31 December 2015, being thedate to which the latest published audited consolidated financial statements of the Companywere made up.

I – 2

APPENDIX I FINANCIAL INFORMATION OF THE GROUP

5. FINANCIAL AND TRADING PROSPECT

As mentioned above, trading in the Shares on the Stock Exchange was suspended since9:00 a.m. on 19 June 2012.

Subject to the completion of the transactions contemplated under the Restructuring andthe trading in the Shares being resumed, it is expected that the financial position of theCompany will be regularised. With the enhanced financial position, the existing business of theCompany is expected to be continued in an expanded scale.

After completion of the Restructuring, the Group will use the Quanzhou Shipyard as basefor re-building its business. It will re-activate the shipbuilding and ship repair business itcarried on before the Suspension and at the same time, expand into the business of offshoreand marine engineering services, which primarily involves the construction, repair, conversionand upgrading of oil rigs used in connection with offshore oil and gas drilling operations aswell as FPSO, FSO, FSRU and FLNG, which are support vessels used in those operations.

In recent years, the offshore and marine engineering sector has undergone rapid growthand the Directors believe that there remains significant potential for further growth in thissector in the near term. As such, the Directors consider that it is an opportune time to optimizethe value of Quanzhou Shipyard facilities by focusing the strategy on the construction of highvalue premium quality vessels (such as drill ship, oil rigs etc) and ship repair and conversionbusiness to tap into the offshore and marine engineering sector which are less sensitive to themacro-economic environment and with high barrier of entry.

The Group also considers that such expansion will be a natural extension of itsshipbuilding and ship repair business as it will, to a significant extent, be able to utilise itsexisting production facilities at the Quanzhou Shipyard also to undertake the construction,repair, conversion and upgrading of oil rigs, FPSO, FSO, FSRU and FLNG, subject to certainmodification and upgrading works, which the Group is already undertaking.

To help the Group to build up its capability and the track record and to strengthen theGroup’s position in connection with its expansion into the offshore and marine engineeringsector, the Group has entered in a long-term cooperation arrangement with FELS, anIndependent Third Party, pursuant to the Management Services Agreement signed on 9 April2014. FELS is a subsidiary of Keppel, which is a global leader in the design, construction andrepair of offshore rigs.

I – 3

APPENDIX I FINANCIAL INFORMATION OF THE GROUP

A. INTRODUCTION TO THE UNAUDITED PRO FORMA FINANCIALINFORMATION OF THE GROUP

The accompanying unaudited pro forma consolidated statement of financial position(collectively the ‘‘Unaudited Pro Forma Financial Information’’) of the Group has beenprepared to illustrate the effect of the Restructuring might have affected the financial positionof the Group. Capitalised terms used herein shall have the same meaning as those defined inthis prospectus unless the context otherwise requires.

The Unaudited Pro Forma Financial Information of the Group as at 31 December 2015 isprepared based on the audited consolidated statement of financial position of the Group as at31 December 2015, as if the Restructuring had been completed on 31 December 2015.

The Unaudited Pro Forma Financial Information of the Group is prepared based on anumber of assumptions, estimates, uncertainties and the currently available information, and isprovided for illustrative purposes only. Accordingly, as a result of the nature of the UnauditedPro Forma Financial Information of the Group, it may not give a true picture of the actualfinancial position of the Group that would have been attained had the Restructuring actuallyoccurred on the date indicated herein.

Furthermore, the Unaudited Pro Forma Financial Information of the Group does notpurport to predict the Group’s future financial position. The Unaudited Pro Forma FinancialInformation of the Group should be read in conjunction with the financial information of theGroup as set out in the prospectus and other financial information included elsewhere in thisprospectus.

II – 1

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATIONOF THE GROUP

B.

UNAUDIT

ED

PRO

FORMA

CONSOLID

ATED

STATEMENT

OFFIN

ANCIA

LPOSIT

ION

Cons

olidated

statemen

tof

finan

cial

posit

ion

oftheGro

upas

at31

Decembe

r20

15

Recla

ssifica

tion

ofdiscon

tinue

dop

eration

toco

ntinuing

operations

Adjuste

dco

nsolidated

statemen

tof

finan

cial

posit

ion

oftheGro

upas

at31

Decembe

r20

15

Grosspr

oceed

from

Ope

nOffe

r

Gro

sspr

oceed

from

the

Subs

criber

Lega

l&

professio

nalfee

onOpe

nOffe

r&

the

Subs

criptio

n

GZE

Stan

dby

Wor

king

CapitalFa

cility

Agreem

ent

from

GZE

(Oct

2015

)

2015

Loan

Agreem

ent

from

Fame

Drag

on(F

eb20

15)

Wor

king

CapitalLo

anAg

reem

ent

from

GZE

(Aug

2014

)

Settl

emen

tfor

Exist

ing

Notes

Cred

itors

Settl

emen

tof

Unsecu

red

Claims

Note

1No

te2

Note

3No

te4a

Note

4bNo

te5

Note

6No

te7

Note

8No

te9

HK$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0(A

udite

d)(U

naud

ited)

(Una

udite

d)(U

naud

ited)

(Una

udite

d)(U

naud

ited)

(Una

udite

d)(U

naud

ited)

(Una

udite

d)(U

naud

ited)

Non-cu

rren

tassets

Prop

erty,plan

tan

deq

uipm

ent

2,15

22,29

9,40

22,30

1,55

4Prep

aid

land

/seab

edleasepa

ymen

ts–

293,98

229

3,98

2Inve

stmen

tprop

erty

156,15

415

6,15

4

Totalno

n-cu

rrent

assets

158,30

62,75

1,69

0

Curren

tassets

Inve

ntories

–42

,053

42,053

Prep

aymen

ts,de

posit

san

dothe

rreceivab

les

146,92

620

,247

167,17

3Re

stricted

cash

26,547

26,547

Cash

and

cash

equiva

lents

9,86

912

09,98

926

0,68

526

0,00

0(2,504

)18

0,00

039

,000

65,992

(211

,132

)(33,58

3)

183,34

224

5,76

2As

sets

ofadisposal

grou

pclassif

ied

ashe

ldforsale

2,65

5,80

4(2,655

,804

)–

Totalcu

rrent

assets

2,83

9,14

624

5,76

2

Curren

tlia

bilities

Interest-

bearing

bank

and

othe

rloan

s5,85

05,85

0Ac

coun

tspa

yable

217,73

188

,806

306,53

7(217

,731

)Ot

herpa

yables

and

accrua

ls(N

ote19

(a)an

d(b))

742,85

039

5,15

91,13

8,00

9(148

,895

)Fixe

drate

guaran

teed

senior

notes

882,32

988

2,32

9(882

,329

)Gu

aran

teed

senior

conv

ertib

leno

tes

441,75

344

1,75

3(441

,753

)Gu

aran

teed

senior

paym

ent-in-kind

notes

88,657

88,657

(88,65

7)Liab

ility

portion

ofco

nvertib

lepreferred

shares

435,32

543

5,32

5No

tespa

yable

202,89

620

2,89

6Ta

xpa

yable

1,00

81,00

8Am

ountsdu

eto

theultim

ateho

lding

compa

ny89

8,85

419

3,53

21,09

2,38

6Am

ount

dueto

theim

med

iate

holding

compa

ny2,52

62,52

6Lo

ansfro

mtheim

med

iate

holding

compa

ny3,00

03,00

0

3,92

2,77

94,60

0,27

6

II – 2

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATIONOF THE GROUP

B.

UNAUDIT

ED

PRO

FORMA

CONSOLID

ATED

STATEMENT

OFFIN

ANCIA

LPOSIT

ION

Cons

olidated

statemen

tof

finan

cial

posit

ion

oftheGro

upas

at31

Decembe

r20

15

Recla

ssifica

tion

ofdiscon

tinue

dop

eration

toco

ntinuing

operations

Adjuste

dco

nsolidated

statemen

tof

finan

cial

posit

ion

oftheGro

upas

at31

Decembe

r20

15

Grosspr

oceed

from

Ope

nOffe

r

Gro

sspr

oceed

from

the

Subs

criber

Lega

l&

professio

nalfee

onOpe

nOffe

r&

the

Subs

criptio

n

GZE

Stan

dby

Wor

king

CapitalFa

cility

Agreem

ent

from

GZE

(Oct

2015

)

2015

Loan

Agreem

ent

from

Fame

Drag

on(F

eb20

15)

Wor

king

CapitalLo

anAg

reem

ent

from

GZE

(Aug

2014

)

Settl

emen

tfor

Exist

ing

Notes

Cred

itors

Settl

emen

tof

Unsecu

red

Claims

Note

1No

te2

Note

3No

te4a

Note

4bNo

te5

Note

6No

te7

Note

8No

te9

HK$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0(A

udite

d)(U

naud

ited)

(Una

udite

d)(U

naud

ited)

(Una

udite

d)(U

naud

ited)

(Una

udite

d)(U

naud

ited)

(Una

udite

d)(U

naud

ited)

Liab

ilitie

sdirectly

associated

with

theassets

classif

ied

ashe

ldforsale

2,85

5,06

7(2,855

,067

)–

Totalcu

rrent

liabilities

6,77

7,84

64,60

0,27

6

Netcu

rren

t(liab

ilitie

s)/assets

(3,938

,700

)(4,354

,514

)

Totalassets

lesscu

rren

tlia

bilities

(3,780

,394

)(1,602

,824

)

Non-cu

rren

tlia

bilities

Interest-

bearing

bank

and

othe

rloan

s–

250,33

325

0,33

3Ot

herpa

yables

and

accrua

ls–

29,288

29,288

Liab

ilitie

spo

rtion

ofco

nvertib

lepreferred

shares

––

Loan

sfro

mtheultim

ateho

lding

compa

ny96

,392

1,83

9,97

51,93

6,36

718

0,00

065

,992

Loan

sfro

mtheim

med

iate

holding

compa

ny14

0,24

014

0,24

039

,000

Deferre

dtax

liabilities

32,032

57,974

90,006

Totalno

n-cu

rrent

liabilities

268,66

42,44

6,23

4

Net(liab

ilitie

s)/assets

(4,049

,058

)(4,049

,058

)

(Defici

ency

inassets)

/Equ

ity(D

efici

ency

)/Equ

ityattributab

leto

owne

rsof

theCo

mpa

nySh

arecapital

78,206

78,206

26,069

26,000

19,209

(Deficits

)/Reserve

s(4,127

,264

)(4,127

,264

)23

4,61

623

4,00

0(2,504

)1,18

2,39

833

3,04

3

(Deficienc

yin

assets)

/Total

equity

(4,049

,058

)(4,049

,058

)

II – 3

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATIONOF THE GROUP

B.

UNAUDIT

ED

PRO

FORMA

CONSOLID

ATED

STATEMENT

OFFIN

ANCIA

LPOSIT

ION

Cred

itors’

Settl

emen

tAg

reem

ent

Shipya

rdTe

rmination

Agreem

ent

Lega

l&

professio

nalfee

onDe

btRe

struc

turin

g

Listc

oPr

eferred

Shar

esMod

ifica

tion

Deed

Deco

nsolidation

ofOil

Fina

nce

Compr

omise

agreem

entin

TQSL

Holding

Cred

itors’

sche

meof

TRML

Assu

mption

Agreem

ent

Accrua

lof

interest

expe

nseof

loan

sfrom

GZE

and

Fame

Drag

onup

to15

July

2016

Conv

ersio

nof

interest

paya

bleto

GZE

and

Fame

Drag

onas

at15

July

2016

toor

dina

rysh

ares

ofthe

Compa

nyAd

juste

dGro

upNo

te10

Note

11No

te12

Note

13No

te14

Note

15No

te16

Note

17No

te18

aNo

te18

bHK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0(U

naud

ited)

(Una

udite

d)(U

naud

ited)

(Una

udite

d)(U

naud

ited)

(Una

udite

d)(U

naud

ited)

(Una

udite

d)(U

naud

ited)

(Una

udite

d)(U

naud

ited)

Non-cu

rren

tassets

Prop

erty,plan

tan

deq

uipm

ent

2,30

1,55

4Prep

aid

land

/seab

edleasepa

ymen

ts29

3,98

2Inve

stmen

tprop

erty

156,15

4

Totalno

n-cu

rrent

assets

2,75

1,69

0

Curren

tassets

Inve

ntories

42,053

Prep

aymen

ts,de

posit

san

dothe

rreceivab

les

(2)

167,17

1Re

stricted

cash

26,547

Cash

and

cash

equiva

lents

(20,88

4)(37,11

0)(1)

(9,038

)50

1,41

4

737,18

5As

sets

ofadisposal

grou

pclassif

ied

ashe

ldforsale

–

Totalcu

rrent

assets

737,18

5

Curren

tlia

bilities

Interest-

bearing

bank

and

othe

rloan

s(5,850

)–

Acco

unts

paya

ble

(81,86

3)6,94

3Ot

herpa

yables

and

accrua

ls(N

ote19

(a)an

d(b))

(95)

(20,52

5)(79,58

3)(333

,297

)(256

,938

)29

8,67

6Fixe

drate

guaran

teed

senior

notes

–

Guaran

teed

senior

conv

ertib

leno

tes

–Gu

aran

teed

senior

paym

ent-in-kind

notes

–Liab

ility

portion

ofco

nvertib

lepreferred

shares

(435

,325

)–

Notespa

yable

(202

,896

)–

Tax

paya

ble

1,00

8Am

ountsdu

eto

theultim

ateho

lding

compa

ny(888

,875

)64

,973

(264

,880

)3,60

4Am

ount

dueto

theim

med

iate

holding

compa

ny1,71

8(4,244

)–

Loan

sfro

mtheim

med

iate

holding

compa

ny3,00

0

313,23

1

II – 4

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATIONOF THE GROUP

B.

UNAUDIT

ED

PRO

FORMA

CONSOLID

ATED

STATEMENT

OFFIN

ANCIA

LPOSIT

ION

Cred

itors’

Settl

emen

tAg

reem

ent

Shipya

rdTe

rmination

Agreem

ent

Lega

l&

professio

nalfee

onDe

btRe

struc

turin

g

Listc

oPr

eferred

Shar

esMod

ifica

tion

Deed

Deco

nsolidation

ofOil

Fina

nce

Compr

omise

agreem

entin

TQSL

Holding

Cred

itors’

sche

meof

TRML

Assu

mption

Agreem

ent

Accrua

lof

interest

expe

nseof

loan

sfrom

GZE

and

Fame

Drag

onup

to15

July

2016

Conv

ersio

nof

interest

paya

bleto

GZE

and

Fame

Drag

onas

at15

July

2016

toor

dina

rysh

ares

ofthe

Compa

nyAd

juste

dGro

upNo

te10

Note

11No

te12

Note

13No

te14

Note

15No

te16

Note

17No

te18

aNo

te18

bHK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0HK

$’00

0(U

naud

ited)

(Una

udite

d)(U

naud

ited)

(Una

udite

d)(U

naud

ited)

(Una

udite

d)(U

naud

ited)

(Una

udite

d)(U

naud

ited)

(Una

udite

d)(U

naud

ited)

Liab

ilitie

sdirectly

associated

with

theassets

classif

ied

ashe

ldforsale

–

Totalcu

rrent

liabilities

313,23

1

Netcu

rren

t(liab

ilitie

s)/assets

423,95

4

Totalassets

lesscu

rren

tlia

bilities

3,17

5,64

4

Non-cu

rren

tlia

bilities

Interest-

bearing

bank

and

othe

rloan

s25

0,33

3Ot

herpa

yables

and

accrua

ls29

,288

Liab

ilitie

spo

rtion

ofco

nvertib

lepreferred

shares

375,52

537

5,52

5Lo

ansfro

mtheultim

ateho

lding

compa

ny2,18

2,35

9Lo

ansfro

mtheim

med

iate

holding

compa

ny17

9,24

0De

ferre

dtax

liabilities

90,006

Totalno

n-cu

rrent

liabilities

3,10

6,75

1

Net(liab

ilitie

s)/assets

68,893

(Defici

ency

inassets)

/Equ

ity(D

efici

ency

)/Equ

ityattributab

leto

owne

rsof

theCo

mpa

nySh

arecapital

93,822

140

35,954

26,912

306,31

2(D

eficits

)/Reserve

s18

7,95

779

5,05

3(37,25

0)59

,800

20,522

79,583

324,25

930

2,84

7(66,69

1)24

2,21

2(237

,419

)

(Deficienc

yin

assets)

/Total

equity

68,893

II – 5

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATIONOF THE GROUP

HK$

Unaudited adjusted consolidated net tangible liabilities of the Groupattributable to owners of the Company per Share prior to completion ofthe Restructuring (Note 20) (0.518)

Unaudited pro forma adjusted consolidated net tangible assets of the Groupattributable to owners of the Company per Share immediately aftercompletion of the Restructuring (Note 21) 0.002

C. NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OFTHE GROUP

Notes:

1. The adjusted consolidated statement of financial position of the Group as at 31 December 2015 isextracted from the Group’s audited consolidated financial statements for the year ended 31 December2015.

2. The pro forma adjustment represents reclassification of the ‘‘Assets of a disposal group classified asheld for sale’’ and the ‘‘Liabilities directly associated with the assets classified as held for sale’’recognised in the consolidated statement of financial position as at 31 December 2015 into respectiveassets and liabilities of the Group assuming the Shipyard Termination Agreement has been entered intobetween the Company, TQSL Holding, TPFL and GZE and the conditions precedent are satisfied as at31 December 2015, for which the parties conditionally agreed that the Shipyard Sale and PurchaseAgreement to be terminated with immediate effect.

3. The pro forma adjustment represents the estimated proceeds of approximately HK$260,685,156 from theOpen Offer in the proportion of one Offer Share for every three existing shares in which 2,606,851,560Offer Shares will be issued under the Open Offer (based on 7,820,554,682 shares in issue as at theLatest Practicable Date and assuming no share options would be exercised) at the subscription price ofHK$0.1 per Share.

4. The pro forma adjustment represents the issue of Subscription Shares to the Subscriber, assuming theSubscription has taken place on 31 December 2015:

(a) The pro forma adjustment represents the estimated proceeds from the Subscription Agreement ofapproximately HK$260,000,000 which is based on 2,600,000,000 Shares to be issued at thesubscription price of HK$0.1 per Share. As a result of the Subscription Agreement, theCompany’s share capital and share premium will be increased by approximately HK$26,000,000and approximately HK$234,000,000 respectively.

(b) The pro forma adjustment represents the estimated legal and professional fee incurred for theOpen Offer and the Subscription of approximately HK$2,504,000.

II – 6

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATIONOF THE GROUP

5. The pro forma adjustment represents the drawdown of the GZE standby working capital facility ofapproximately HK$180,000,000.

6. The pro forma adjustment represents the drawdown of the remaining loan facility of approximatelyUS$5,000,000 (equivalent to approximately HK$39,000,000) as at 31 December 2015 granted fromFame Dragon in respect of the 2015 Loan Agreement entered into between Fame Dragon and theCompany on 27 February 2015 (as supplemented and amended on 16 October 2015 and 15 January2016), assuming taking place on 31 December 2015. The total facility is US$15,000,000 (equivalent toapproximately HK$117,000,000).

7. The pro forma adjustment represents the drawdown of the remaining loan facility of approximatelyRMB54,939,000 (equivalent to approximately HK$65,992,000) as at 31 December 2015 granted fromGZE in respect of the Working Capital Loan Agreement entered into between GZE and TQS on 22August 2014 (as supplemented and amended on 27 February 2015, 28 May 2015, 30 July 2015, 16October 2015 and 29 April 2016). The total facility is RMB60,000,000 (equivalent to approximatelyHK$72,071,000).

8. The pro forma adjustment represents the settlement of the Existing Notes Creditors (including bothprincipal and interests) of the Company as at 31 December 2015 by way of the Creditors’ Scheme,under which the Listco Convertible Notes of approximately HK$441,753,000, PIK Notes Due 2015 ofapproximately HK$88,657,000 and 2012 Senior Notes of approximately HK$882,329,000 will becompromised and discharged, and in return:

(i) a cash payment of HK$211,132,000 out of the proceeds from the Subscription will be paid to theExisting Notes Creditors; and

(ii) 1,920,886,282 Creditors Shares will be issued at the issuing price of HK$0.1 per Note CreditorsShares with the par value of HK$0.01 each, pursuant to which the Company’s share capital willbe increased by approximately HK$19,209,000 and its share premium account will be increasedby approximately HK$172,880,000 respectively.

For those Existing Notes Creditors who fail to submit the completed account holder letter to theInformation Agent prior to the Bar Time (5 February 2015) will not be entitled to receive any schemeconsideration and will have its liabilities compromised and discharged fully.

Upon the discharge of the liabilities arising from the Company’s Existing Notes Creditors under theCreditors’ Scheme, the Company will recognise a net gain of approximately HK$1,009,518,000,representing the difference between the total liabilities of approximately HK$1,412,739,000 to becompromised and discharged under the Creditors’ Scheme and the total settlement amount ofapproximately HK$403,221,000 to be made (including the cash settlement and the issue of the NoteCreditors Shares).

9. The pro forma adjustment represents the settlement of the Unsecured Creditors of the Company as at 31December 2015 by way of the Creditors’ Scheme (including Frontline Settlement Agreement), underwhich the accounts payables of approximately HK$217,731,000 and other payables and accruals ofapproximately HK$148,895,000 will be compromised and discharged, and in return a cash payment ofHK$33,583,000 out of the proceeds from the Subscription will be paid to the Unsecured Creditors.

Upon the discharge of the liabilities arising from the Unsecured Creditors of the Company under theCreditors’ Scheme, the Company will recognise a net gain of approximately HK$333,043,000,representing the difference between the total liabilities owed to the Unsecured Creditors of the Companyof approximately HK$366,626,000 to be compromised and discharged under the Creditors’ Scheme andthe total cash settlement amount of approximately HK$33,583,000 to be made.

10. The pro forma adjustment represents the settlement of the other compromised creditors of the Companyas at 31 December 2015, under which the interest-bearing bank loan of approximately HK$5,945,000(including principal and interest payable) and notes payables of approximately HK$202,896,000 will becompromised and discharged, and in return a cash payment of HK$20,884,000 out of the proceeds fromthe Subscription will be paid to those other compromised creditors.

II – 7

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATIONOF THE GROUP

Upon the discharge of the liabilities arising from those other compromised creditors of the Companyunder the arrangements, the Company will recognise a net gain of approximately HK$187,957,000 to becompromised and discharged under the arrangements and the total cash settlement amount ofapproximately HK$20,884,000 to be made.

11. The deposit received of RMB740,000,000 (equivalent to approximately HK$888,875,000) originallypaid by Grand China Logistics to the Group was assigned to GZE. The Company will issue9,382,164,000 new Shares at the settlement price of HK$0.1 each in lieu of repayment of such amount,assuming the Shipyard Termination Agreement has taken place on 31 December 2015. The Company’sshare capital will be increased by approximately HK$93,822,000 and its share premium account will beincreased by approximately HK$844,394,000 respectively. The Company will recognise a loss ofapproximately HK$49,341,000 upon settlement of the deposit received.

12. The pro forma adjustment represents the estimated legal and professional fee incurred for the DebtRestructuring of approximately HK$38,510,000, assuming it has taken place on 31 December 2015. Asa professional fee of HK$1,400,000 to be charged by Lego will be settled by issuing 14,000,000 newConsideration Shares at the settlement price of HK$0.1 each, the Company’s share capital will beincreased by HK$140,000 and its share premium will be increased by HK$1,260,000 respectively.

13. The pro forma adjustment represents upon the Company entering into the Listco Preferred SharesModification Deed with DBIL, a company assigned by Saturn Petrochemical, the original ListcoPreferred Shares holder, the redemption period of the Listco Preferred Shares is extended to any time onor after the 3rd year when the Restructuring become effective, assuming the Restructuring has becomeeffective as at 31 December 2015. The Listco Preferred Shares is therefore reclassified as non-currentliabilities as at 31 December 2015 accordingly.

Upon entering into the Listco Preferred Shares Modification Deed, the Company will recognise a netgain of approximately HK$59,800,000, representing the difference between the fair value of the liabilitycomponent of the Listco Preferred Shares with the outstanding dividend payables to the Listco PreferredShares holders of approximately HK$375,525,000 and the total settlement of the original ListcoPreferred Shares of approximately HK$435,325,000, assuming the Listco Preferred Shares ModificationDeed has become effective on 31 December 2015.

14. The pro forma adjustment represents deconsolidation of Titan Oil Finance Limited (‘‘Oil Finance’’), anindirect wholly-owned subsidiary of the Company, upon Oil Finance have been placed into liquidation.The deconsolidation of Oil Finance will lead to a decrease in other receivables of approximatelyHK$2,000, a decrease in cash and cash equivalents of approximately HK$1,000, a decrease in amountsdue to deconsolidated subsidiaries in Singapore of approximately HK$20,524,000 and a decrease inother payables and accruals of approximately HK$1,000 and a gain on deconsolidation of Oil Financeof approximately HK$20,522,000 will be recognised in reserves of the Group, assuming it has takenplace on 31 December 2015.

15. The pro forma adjustment represents the settlement of the amounts due to the deconsolidatedsubsidiaries in Singapore under TQSL Holding, an indirect wholly-owned subsidiary of the Company,as at 31 December 2015 by way of entering into a compromise agreement made between TQSL Holdingand the liquidators in Singapore, under which the amounts due to the deconsolidated subsidiaries inSingapore of approximately HK$79,583,000 will be compromised and settled by the third party’s loanfor an amount of approximately HK$796,000, which the repayment of such third party’s loan to befunded by internal resources within the Group.

Upon entering into the above compromise arrangement with the liquidators in Singapore, the Companywill recognise a net gain of approximately HK$78,787,000, representing the difference between theamounts due to the deconsolidated subsidiaries in Singapore of approximately HK$79,583,000 to becompromised and discharged under the compromise arrangement and the amount to be compromisedand settled by the third party’s loan of approximately HK$796,000, which the repayment of such thirdparty’s loan will be funded by internal resources within the Group. As the Group had already paid andrecognised HK$796,000 in profit or loss for the year ended 31 December 2015, a gain ofHK$79,583,000 will be fully recognised upon completion of the compromise arrangement.

II – 8

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATIONOF THE GROUP

16. The pro forma adjustment represents the settlement of the amounts due to the deconsolidatedsubsidiaries in Singapore under TRML, an indirect wholly-owned subsidiary of the Company, as at 31December 2015 by way of a creditor scheme, under which the amounts due to the deconsolidatedsubsidiaries in Singapore of approximately HK$333,297,000 will be compromised and settled by theinternal resources within the Group of approximately HK$9,038,000.

Upon the above creditor scheme, the Company will recognise a net gain of approximatelyHK$324,259,000, representing the difference between the amounts due to the deconsolidatedsubsidiaries in Singapore of approximately HK$333,297,000 to be compromised and discharged underthe creditor scheme and the amount to be compromised and settled by the internal resources within theGroup of approximately HK$9,038,000.

17. The pro forma adjustment represents upon the Company entering into the Assumption Agreement withFame Dragon in respect of assigning all remaining outstanding debts due by TQS to Fame Dragon, theCompany will in return issuing the Assumption Consideration Shares to Fame Dragon, assuming theAssumption Agreement has taken place on 31 December 2015. The outstanding debts owed by TQS asat 31 December 2015 with accounts payables of approximately HK$81,863,000 and other payables ofapproximately HK$256,938,000 will be compromised and discharged, and in return 3,595,420,415Assumption Consideration Shares with par value of HK$0.01 each will be issued at the issuing price ofHK$0.1 each, pursuant to which the Company’s share capital will be increased by approximatelyHK$35,954,000 and its share premium account will be increased by approximately HK$323,588,000respectively.

Upon the discharge of the liabilities arising from TQS under the above arrangement, the Company willrecognise a net loss of approximately HK$20,741,000 representing the difference between the totalliabilities of approximately HK$338,801,000 to be compromised and discharged under the abovearrangement and the settlement amount of approximately HK$359,542,000 by way of issuing theAssumption Consideration Shares to be made.

18. These pro forma adjustments represent the conversion of interest payable of the loans from GZE andFame Dragon into ordinary shares of the Company, assuming the Debt Rescheduling Agreements, theInterim Financing Agreements and the Working Capital Loan Agreement taking place on 31 December2015:

(a) The pro forma adjustment represents additional interest expense of the loans from GZE and FameDragon from 31 December 2015 to 15 July 2016. Accordingly, the amounts due to the ultimateholding company and the amounts due to the immediate holding company will be increased byapproximately HK$64,973,000 and HK$1,718,000 respectively.

(b) The pro forma adjustment represents the conversion of interest payable of the loans from GZEand Fame Dragon as at 15 July 2016 amounting to approximately HK$264,880,000 andHK$4,244,000 respectively into 2,691,233,676 new Shares at the issue price of HK$0.1 per share.The Company’s share capital will be increased by approximately HK$26,912,000 and its sharepremium account will be increased by approximately HK$242,212,000.

19. After taking account of the above pro forma adjustments, included in other payables and accrualsconsist of the amounts due to a deconsolidated jointly-controlled entity and amounts due todeconsolidated subsidiaries amounting to approximately HK$164,606,000 and HK$55,774,000respectively.

(a) In respect of the amounts due to a deconsolidated jointly-controlled entity of HK$164,606,000,upon completion of the liquidation of TGIL, the amounts will be net off with the amounts duefrom a deconsolidated jointly-controlled entity amounting to approximately HK$148,286,000(which had been fully impaired as at 31 December 2015). The remaining balance will be settledby the internal resources of the Group.

(b) In respect of the amounts due to deconsolidated subsidiaries amounting to HK$55,774,000, thebalances will be fully written off upon completion of the liquidation of these deconsolidatedsubsidiaries, or the Company plans to implement the restructuring of the PRC subsidiaries,including but not limited to winding up the PRC subsidiaries (upon the discharge of ProvisionalLiquidators).

II – 9

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATIONOF THE GROUP

20. The number of shares used for the calculation of the unaudited adjusted consolidated net tangibleliabilities of the Group attributable to the owners of the Company per Share as at 31 December 2015and prior to completion of the Restructuring is based on 7,820,554,682 Shares in issue as at 31December 2015.

21. The number of shares used for the calculation of the unaudited pro forma adjusted consolidated nettangible assets of the Group attributable to the owners of the Company after completion of theRestructuring is based on 30,631,110,615 Shares in issue upon completion of the Restructuring, whichrepresents:

(i) 7,820,554,682 Shares in issue as at 31 December 2015;

(ii) 2,606,851,560 Offer Shares to be issued as at 31 December 2015;

(iii) 2,600,000,000 Subscription Shares to be issued at 31 December 2015;

(iv) 1,920,886,282 new Shares to be issued under the Creditors’ Scheme as at 31 December 2015;

(v) 9,382,164,000 new Shares to be issued under the Shipyard Termination Agreement as at 31December 2015;

(vi) 3,595,420,415 new Shares to be issued under the Assumption Agreement as at 31 December2015;

(vii) 2,691,233,676 new Shares to be issued under the Debt Rescheduling Agreements, the InterimFinancing Agreements and the Working Capital Loan Agreement as at 31 December 2015; and

(viii) 14,000,000 new Consideration Shares to be issued for settlement of professional fee for a thirdparty as at 31 December 2015.

2,606,851,560 Offer Shares was calculated assuming no outstanding convertible securities beingexercised and converted respectively on or before the Record Date.

II – 10

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATIONOF THE GROUP

D. REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OFTHE GROUP

The following is the text of a report received from the reporting accountants of theCompany, HLB Hodgson Impey Cheng Limited, Certified Public Accountants, Hong Kong,prepared for the purpose of incorporation in this prospectus, in respect of the unaudited proforma financial information of the Group.

Hodgson Impey Cheng Limited

國 衛 會 計 師 事 務 所 有 限 公 司

31/F, Gloucester Tower

kramdnaL ehT

teertS reddeP 11

lartneC

gnoK gnoH

8 June 2016

The Board of DirectorsTitan Petrochemicals Group Limited(Provisional Liquidators appointed)4902 Sun Hung Kai Centre30 Harbour RoadWanchaiHong Kong

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THECOMPILATION OF PRO FORMA FINANCIAL INFORMATION INCLUDED INAN INVESTMENT CIRCULAR

We have completed our assurance engagement to report on the compilation ofunaudited pro forma financial information of Titan Petrochemicals Group Limited (the‘‘Company’’) and its subsidiaries (collectively the ‘‘Group’’) by the directors forillustrative purposes only. The unaudited pro forma financial information consists of theunaudited pro forma consolidated statement of financial position of the Group as at 31December 2015, and related notes as set out on pages II-1 to II-10 of the prospectusissued by the Company dated 8 June 2016. The applicable criteria on the basis of whichthe directors have compiled the unaudited pro forma financial information are described inpage II-1.

The unaudited pro forma financial information has been compiled by the directors toillustrate the impact of the restructuring on the Group’s financial position as at 31December 2015 as if the restructuring had taken place at 31 December 2015. As part ofthis process, information about the Group’s financial position, has been extracted by thedirectors from the Group’s consolidated financial statements for the year ended 31December 2015, on which an audit report has been published.

II – 11

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATIONOF THE GROUP

Directors’ Responsibility for the Unaudited Pro Forma Financial Information

The directors are responsible for compiling the unaudited pro forma financialinformation in accordance with paragraph 4.29 of the Rules Governing the Listing ofSecurities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and withreference to Accounting Guideline 7, ‘‘Preparation of Pro Forma Financial Information forInclusion in Investment Circulars’’ (‘‘AG 7’’) issued by the Hong Kong Institute ofCertified Public Accountants (‘‘HKICPA’’).

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the Codeof Ethics for Professional Accountants issued by the HKICPA, which is founded onfundamental principles of integrity, objectivity, professional competence and due care,confidentiality and professional behavior.

The firm applies Hong Kong Standard on Quality Control 1 ‘‘Quality Control forFirms that Perform Audits and Reviews of Financial Statements, and Other Assurance andRelated Services Engagements’’ and accordingly maintains a comprehensive system ofquality control including documented policies and procedures regarding compliance withethical requirements, professional standards and applicable legal and regulatoryrequirements.

Reporting Accountants’ Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of theListing Rules, on the unaudited pro forma financial information and to report our opinionto you. We do not accept any responsibility for any reports previously given by us on anyfinancial information used in the compilation of the unaudited pro forma financialinformation beyond that owed to those to whom those reports were addressed by us at thedates of their issue.

We conducted our engagement in accordance with Hong Kong Standard onAssurance Engagements 3420 ‘‘Assurance Engagements to Report on the Compilation ofPro Forma Financial Information Included in a Prospectus’’, issued by the HKICPA. Thisstandard requires that the reporting accountants plan and perform procedures to obtainreasonable assurance about whether the directors have compiled the unaudited pro formafinancial information in accordance with paragraph 4.29 of the Listing Rules and withreference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuingany reports or opinions on any historical financial information used in compiling theunaudited pro forma financial information, nor have we, in the course of this engagement,performed an audit or review of the financial information used in compiling the unauditedpro forma financial information.

II – 12

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATIONOF THE GROUP

The purpose of unaudited pro forma financial information included in an investmentcircular is solely to illustrate the impact of a significant event or transaction on unadjustedfinancial information of the Group as if the event had occurred or the transaction had beenundertaken at an earlier date selected for purposes of the illustration. Accordingly, we donot provide any assurance that the actual outcome of the event or transaction at 31December 2015 would have been as presented.

A reasonable assurance engagement to report on whether the unaudited pro formafinancial information has been properly compiled on the basis of the applicable criteriainvolves performing procedures to assess whether the applicable criteria used by thedirectors in the compilation of the unaudited pro forma financial information provide areasonable basis for presenting the significant effects directly attributable to the event ortransaction, and to obtain sufficient appropriate evidence about whether:

• the related pro forma adjustments give appropriate effect to those criteria; and

• the unaudited pro forma financial information reflects the proper application ofthose adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountants’ judgment, havingregard to the reporting accountants’ understanding of the nature of the Group, the event ortransaction in respect of which the unaudited pro forma financial information has beencompiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the unauditedpro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.

II – 13

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATIONOF THE GROUP

Opinion

In our opinion:

(a) the unaudited pro forma financial information has been properly compiled onthe basis stated;

(b) such basis is consistent with the accounting policies of the Group; and

(c) the adjustments are appropriate for the purposes of the unaudited pro formafinancial information as disclosed pursuant to paragraph 4.29(1) of the ListingRules.

Yours faithfullyHLB Hodgson Impey Cheng Limited

Certified Public AccountantsWong Sze Wai, Basilia

Practising Certificate Number: P05806Hong Kong

II – 14

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATIONOF THE GROUP

1. RESPONSIBILITY STATEMENT

This prospectus, for which the Directors collectively and individually accept fullresponsibility, includes particulars given in compliance with the Listing Rules for the purposeof giving information with regard to the Company. The Directors, having made all reasonableenquiries, confirm that to the best of their knowledge and belief the information contained inthis prospectus is accurate and complete in all material respects and not misleading ordeceptive, and there are no other matters the omission of which would make any statementherein or this prospectus misleading.

2. SHARE CAPITAL

The authorised share capital of the Company as at the Latest Practicable Date areexpected to be as follows:

Authorised: HK$

Existing80,000,000,000 Shares of HK$0.01 each 800,000,000

555,000,000 Listco Preferred Shares 5,550,000

80,555,000,000 805,550,000

The issued share capital of the Company as at the Latest Practicable Date and followingthe completion of the Restructuring, were and are expected to be as follows:

Issued and fullypaid shares: HK$

7,820,554,682 Shares in issue as at the Latest Practicable Date 78,205,546.82

7,200,000 New Shares to be issued upon exercise ofthe Share Options

72,000.00

555,000,000 New Shares to be issued upon conversion ofthe Listco Preferred Shares

5,550,000.00

2,609,251,560 New Shares to be issued under the Open Offer 26,092,515.60

2,600,000,000 New Shares to be issued underthe Subscription

26,000,000.00

9,382,164,000 New Shares to be issued underthe Shipyard Termination Agreement

93,821,640.00

III – 1

APPENDIX III GENERAL INFORMATION

Issued and fullypaid shares: HK$

3,595,420,415 New Shares to be issued underthe Assumption Agreement

35,954,204.15

14,000,000 New Shares to be issued underupon issue of the Consideration Shares

140,000.00

1,920,886,282 New Shares to be issued underthe Creditors’ Scheme

19,208,862.82

2,691,233,676 New Shares to be issued underthe Debt Rescheduling Agreements,Interim Financing Agreements andWorking Capital Loan Agreement

26,912,336.76

3,365,682,520 New Shares to be issued upon the exercise ofthe Subscription rights of the FELS Warrants

33,656,825.20

34,561,393,135 Total Shares 345,613,931.35

All of the Shares, Offer Shares, Subscription Shares, Shipyard Termination Shares andAssumption Consideration Shares to be issued under (i) the Creditors’ Scheme; (ii) ShipyardTermination Agreement; (iii) Assumption Agreement; and (iv) Debt Rescheduling Agreements,Interim Financing Agreements and Working Capital Loan Agreement; the new Shares to beissued upon (a) conversion of Listco Preferred Shares; and (b) exercise of the Share Optionsand FELS Warrant Shares to be issued upon exercise of FELS Warrants respectively, will rankpari passu in all aspects, including all rights as to dividend, voting and interest in capital,among themselves and with all other shares of the Company in issue on the date of issue.Subject to as provided in the Bye-Laws and the applicable laws, the Company shall not alterthe rights attached to the Shares to be issued under the Creditors’ Scheme, Debt ReschedulingAgreements, Interim Financing Agreements and Working Capital Loan Agreement, OfferShares, Subscription Shares, Shipyard Termination Shares, Assumption Consideration Shares,Consideration Shares, Listco Preferred Shares, FELS Warrant Shares and the new Shareswithout passing a special resolution by the Shareholders.

As at the Latest Practicable Date, the Company has (i) outstanding Share Options entitlingthe holders thereof to subscribe for a total of 7,200,000 Shares; (ii) outstanding ListcoPreferred Shares entitling the holder thereof to convert those shares into 555,000,000 Sharesbased on the conversion ratio of 1:1; and (iii) the Listco Convertible Notes in the outstandingprincipal amount of US$47,960,000 entitling holders thereof to convert those notes into523,483,348 Shares based on the conversion rate of 10,915 Shares per US$1,000.

III – 2

APPENDIX III GENERAL INFORMATION

Save for the above, no options, warrants, derivatives or any equity or debt securities ofthe Company or other securities convertible or exchangeable into Shares or any otherderivatives was outstanding or is proposed to be issued for cash or otherwise and nocommissions, discounts, brokerages or other special terms have been granted in connectionwith the issue or sale of any such capital. None of the equity or debt securities of the Companyis listed or dealt in any other stock exchange and listing or permission to deal in the Shares orloan capital of the Company is not being, or proposed to be, sought on any other stockexchange.

The Company has not issued any new Shares since 31 December 2015, being the end ofthe last financial year. The Shares are listed on the Main Board of the Stock Exchange.

As at the Latest Practicable Date, none of the capital of any member of the Group (i) hasbeen altered since 31 December 2015, being the date to which the latest published auditedaccounts of the Company were made up, or (ii) is under option, or agreed conditionally orunconditionally to be put under option.

As at the Latest Practicable Date, there was no arrangement under which future dividendsare waived or agreed to be waived.

3. DISCLOSURE OF INTERESTS

Interests in the Company

As at the Latest Practicable Date, the interests and short positions of the Directorsand the chief executive of the Company in the shares, underlying shares and debentures ofthe Company and its associated corporations (within the meaning of Part XV of the SFO)which were required (i) to be notified to the Company and the Stock Exchange pursuantto the Divisions 7 and 8 of Part XV of the SFO (including interests or short positionswhich they were taken or deemed to have under such provisions of the SFO); or (ii)pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii)pursuant to the Model Code for Securities Transactions by Directors contained in theListing Rules, to be notified to the Company and the Stock Exchange; or (iv) pursuant tothe requirement of the Takeovers Code were as follows:

(a) Interests of Directors

As at the Latest Practicable Date, none of the Directors or the chief executive ofthe Company had registered any interest or short positions in the shares, underlyingshares or debentures of the Company or any of its associated corporations (within themeaning of Part XV of the SFO) as required to be recorded pursuant to Section 352of the SFO, or as otherwise were required to be notified to the Company and theStock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO and the ModelCode.

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APPENDIX III GENERAL INFORMATION

(b) Interests of substantial Shareholders

As at the Latest Practicable Date, so far as is known to the Directors and thechief executive of the Company, the following persons (other than a Director or chiefexecutive of the Company) had an interest or short position in the Shares andunderlying Shares which fall to be disclosed to the Company under the provisions ofDivisions 2 and 3 of Part XV of the SFO, or who are, directly or indirectly interestedin 10% or more of the nominal value of any class of share capital carrying rights tovote in all circumstances at a general meeting of any member of the Group or hadany options in respect of such capital are set out below:

Long positions:

Name Capacity

Number ofshares andunderlying

shares

Approximatepercentage (%)of shareholding

Mr. Tsoi Tin Chun Interest of controlledcorporations

3,556,353,661 45.47

Ms. Tsoi Yuk Yi Interest of spouse 3,556,353,661(Note 1)

45.47

Titan Oil Pte Ltd Interest of a controlledcorporation/Beneficial owner

3,556,353,661(Note 1)

45.47

Great LogisticsHoldings Limited

Interest of controlledcorporations/Beneficial owner

3,224,477,760(Note 1)

41.23

Moral BaseInvestment Limited

Beneficial owner 1,000,000,000 12.79

Mr. Wong Chi Leung Interest of a controlledcorporation/Interest of spouse

1,000,000,000(Note 2)

12.79

Ms. Wong KwokYing

Interest of a controlledcorporation/Interest of spouse

1,000,000,000(Note 2)

12.79

Grand China LogisticsHolding (Group)Company Limited

Beneficial owner 500,000,000(Note 4)

6.39

Haikou MeilanInternationalAirport Co., Ltd.

Interest of controlledcorporations

500,000,000(Note 4)

6.39

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APPENDIX III GENERAL INFORMATION

Name Capacity

Number ofshares andunderlying

shares

Approximatepercentage (%)of shareholding

Hainan DevelopmentHoldings Co., Ltd.

Interest of controlledcorporations

500,000,000(Note 4)

6.39

He Xiaoqun Interest of controlledcorporations

22,389,423,312(Note 3)

286.29

Liang Wei Interest of controlledcorporations

22,389,423,312(Note 3)

286.29

Xia Yingyan Interest of controlledcorporations

22,389,423,312(Note 3)

286.29

Hainan Li JinInvestmentCompany Limited

Interest of controlledcorporations

22,389,423,312(Note 3)

286.29

Zhuhai ZhenrongCompany

Interest of controlledcorporations

22,389,423,312(Note 3)

286.29

GZE Interest of controlledcorporations/Beneficial owner

9,803,462,40212,030,960,910

(Note 3)

286.29

Interest of controlledcorporations

555,000,000Listco Preferred

Shares

Fame Dragon Beneficial owner 7,194,210,842 91.99

DBIL Beneficial owner 555,000,000Listco Preferred

Shares

7.1

Underwriter Beneficial owner 2,609,251,560 33.36

Chang Xin Beneficial owner 2,600,000,000Subscription

Shares

33.25

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APPENDIX III GENERAL INFORMATION

Note 1: Among these interest, 332,514,799 shares were held by Titan Shipyard InvestmentCompany Limited (‘‘TSICL’’) and 31,262,759 shares were held by Vision JadeInvestments Limited (‘‘Vision Jade’’). TSICL and Vision Jade were wholly-ownedsubsidiaries of Great Logistics Holdings Limited (‘‘Great Logistics’’) which held2,860,700,202 shares and which, in turn, was a wholly-owned subsidiary of Titan Oil.Titan Oil directly held 331,875,901 shares and Titan Oil Pte Ltd (‘‘Titan Oil’’) wasowned as to 95% by Mr. Tsoi Tin Chun (‘‘Mr Tsoi’’) and as to 5% by Ms. Tsoi Yuk Yi(‘‘Ms. Tsoi’’), the spouse of Mr. Tsoi.

By virtue of the SFO, Mr. Tsoi and Ms. Tsoi were deemed to be interested in the sharesof the Company held by Titan Oil, Great Logistics, TSICL and Vision Jade as at theLatest Practicable Date.

On 30 August 2012, (i) Titan Oil, Great Logistics, TSICL and Vision Jade (all of whichwere beneficially owned by Mr. Tsoi, a director of the Company at the time, and hisspouse and referred to below as the ‘‘Tsoi Companies’’) entered into four sale andpurchase agreements with Fame Dragon, in relation to the sale by the Tsoi Companies ofan aggregate of 3,556,353,661 ordinary shares of the Company, and (ii) the irrevocablevoting proxies in respect of the 3,556,353,661 ordinary shares of the Company weregiven by the Tsoi Companies in favour of Fame Dragon.

Note 2: Pursuant to the SFO, Mr. Wong Chi Leung (‘‘Mr. Wong’’) and Ms. Wong Kwok Ying(‘‘Ms. Wong’’), spouse of Mr. Wong, were deemed to be interested in shares of theCompany held by Moral Base Investment Limited (‘‘Moral Base’’), which was legallyand beneficially owned as to 50% by Mr. Wong and as to 50% by Ms. Wong.

Note 3: DBIL is wholly-owned by Guangdong Zhenrong (Hongkong) Company Limited whichin turn is wholly-owned by GZE. On 10 October 2013, DBIL entered the preferred saleand purchase agreement and DBIL became entitled to the benefit of all interests arisingunder or in connection with the preferred shares of 555,000,000 shares. Zhuhai ZhenRong Company (a PRC state-owned enterprise) and Hainan Li Jin Investment Co., Ltd.(‘‘Hainan Li Jin’’) were interested in 44.3% and 35% respectively in the share capital ofGZE, and were deemed under the SFO to be interested in the shares in which GZE hadan interest. Hainan Li Jin was owned as to 34% by Xia Ying Yan, as to 33% by HeXiao Qun and as to 33% by Liang Wei.

In addition, GZE and parties acting in concert entered into the Underwriting Agreement,the Shipyard Termination Agreement, Debt Rescheduling Agreements Working CapitalLoan Agreement, Fame Dragon entered into the Assumption Agreement and InterimFinancing Agreements and thus GZE is deemed to be interested in the Shares to beissued under the Assumption Agreement, Shipyard Termination Agreement, theUnderwriting Agreement, the Debt Rescheduling Agreements, Working Capital LoanAgreement and Interim Financing Agreements.

Fame Dragon is wholly owned by Guangdong Zhenrong (Hongkong) Company Limitedwhich in turn is wholly-owned by GZE. Fame Dragon agreed under four sale andpurchase agreements signed with TSICL, Vision Jade, Great Logistics and Titan Oil(collectively, the ‘‘Vendors’’) to acquire in aggregate 3,556,353,661 ordinary shares andthe Vendors had given irrevocable proxies to Fame Dragon so that the voting rights ofsuch shares had been transferred to Fame Dragon on 30 August 2012.

Fame Dragon entered into the Underwriting Agreement and is deemed to be interested inthe Shares to be issued.

Note 4: Based on the disclosure of interests notices filed with the Stock Exchange on 23December 2010, Grand China Logistics Holding (Group) Company Limited (‘‘GrandChina Logistics’’) was interested in 500,000,000 shares of the Company.

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APPENDIX III GENERAL INFORMATION

Pursuant to the SFO, as Haikou Meilan International Airport Co., Ltd. (‘‘HaikouMeilan’’) together with its fellow corporations namely Yangtze River InvestmentHolding Co., Ltd. and Bohai International Trust Co., Ltd. were interested in more thanone-third of the equity interest in Grand China Logistics, Haikou Meilan was deemed tobe interested in the shareholding interest of Grand China Logistics in the Company.

Pursuant to the SFO, as Hainan Development Holdings Co., Ltd (‘‘HainanDevelopment’’) together with its fellow corporations namely Grand China Air Co., Ltd.and Hainan Airlines Co., Ltd., which in turn were interested in more than one-third ofthe equity interest in Haikou Meilan, Hainan Development was deemed to be interestedin the shareholding interests of Grand China Logistics in the Company.

Grand China Logistics, Haikou Meilan and Hainan Development were deemed to beceased to have interests in the ordinary shares of the Company. Due to the failure ofGrand China Logistics to make stage payments when they fell due under a sale andpurchase agreement dated 11 December 2010, the condition was not satisfied on orbefore the long stop date in December 2011 and the subscription agreement dated 11December 2010 has lapsed.

Save as disclosed above, the Directors and the chief executive of the Company arenot aware that there is any person (other than a Director or chief executive of theCompany) who, as at the Latest Practicable Date, had an interest or short position in theshares or underlying shares of the Company which would fall to be disclosed to theCompany under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is,directly or indirectly, interested in 10% or more of the nominal value of any class of sharecapital carrying rights to vote in all circumstances at a general meeting of any othermember of the Group.

Other interests in the Company

As at the Latest Practicable Date,

a) neither the Company or any Directors had borrowed or lent any Shares or anyconvertible securities, warrants, options or derivatives in respect of any Shares;and

b) no person had prior to the posting of this prospectus, irrevocably committedhimself/herself/itself to take up Shares to be provisionally allotted under theOpen Offer.

4. DIRECTORS’ INTERESTS IN ASSET AND CONTRACTS

As at the Latest Practicable Date, none of the Directors had: (a) any direct or indirectinterests in any assets which have been since 31 December 2015 (being the date to which thelatest published audited accounts of the Group were made up) acquired or disposed of by orleased to any member of the Group, or were proposed to be acquired or disposed of by orleased to any member of the Group; and (b) any subsisting material interest in any contract orarrangement which is significant in relation to the business of the Group.

III – 7

APPENDIX III GENERAL INFORMATION

5. MATERIAL CONTRACTS

The following contracts, not being contracts entered into in the ordinary course ofbusiness, were entered into by the Group within 2 years immediately preceding the date of thisprospectus and up to the Latest Practicable Date, which are or may be material:

(a) 2015 Loan Agreement;

(b) Assumption Agreement;

(c) Deed of Undertaking;

(d) First Loan Agreement;

(e) Frontline Settlement Agreement;

(f) FTSD Purchase Order Framework Agreement;

(g) GZE Excess Liabilities Undertaking;

(h) GZE Purchase Order MOU;

(i) GZE Standby Working Capital Facility Agreement;

(j) Haixin Debt Rescheduling Agreement;

(k) K-Line Settlement Agreement;

(l) K-Line Support Agreement;

(m) Listco Preferred Shares Modification Deed;

(n) Loan Rescheduling Agreements;

(o) Management Services Agreement;

(p) Second Loan Agreement;

(q) Shipyard Debt Rescheduling Agreement;

(r) Shipyard Termination Agreement;

(s) Subscription Agreement;

(t) TPG Debt Rescheduling Agreement;

(u) Underwriting Agreement; and

(v) Working Capital Loan Agreement.

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APPENDIX III GENERAL INFORMATION

6. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposedservice contract with the Company or any member of the Group which is not expiring ordeterminable by the Group within one year without payment of compensation other thanstatutory compensation. As at the Latest Practicable Date, none of the Directors had enteredinto any service contract with the Company or any of its subsidiaries or associated companies,which:

(a) (including both continuous and fixed term contracts) have been entered into oramended within 6 months before the date of the Announcement;

(b) are continuous contracts with a notice period of 12 months or more; or

(c) are fixed term contracts with more than 12 months to run irrespective of the noticeperiod.

7. LITIGATION

Bermuda Proceedings

Saturn Petrochemical filed SPHL Petition (the petitioner in the winding upproceedings). The SPHL Petition was subsequently struck out by the Bermuda Court, andCamden was substituted as the petitioner in place of Saturn Petrochemical upon itsapplication to the Bermuda Court.

On 18 October 2013 (Bermuda time), the Bermuda Court ordered the appointment ofthe Provisional Liquidators to the Company to, amongst other powers and duties, considerthe terms of any schemes of arrangement proposed by the Company and to assess thefeasibility of any restructuring proposal of the Company.

The hearing of the winding up petition by Camden was adjourned to 3 June 2016(Bermuda time) and the long stop date of the Creditors’ Scheme will be extended to 15July 2016 (Bermuda time).

It is expected that upon the successful resumption and trading of the Shares andcompletion of the Restructuring, the Provisional Liquidators will be discharged and thewinding up petition will be dismissed or withdrawn by Camden.

Hong Kong Proceedings

On 19 July 2012, Saturn Storage initiated proceedings in the Hong Kong High Courtagainst the Company and other parties including TOSIL and two directors of theCompany in respect of, among other things, (i) alleged breach of the amended andrestated investor rights agreement in respect of TGIL dated 17 July 2009; and (ii) allegedmisrepresentations regarding the financial position of TGIL, and its subsidiaries.

III – 9

APPENDIX III GENERAL INFORMATION

The Hong Kong High Court fixed a second case management conference for hearingon 21 November 2014 and subsequently vacated and adjourned the case managementconference on a number of occasions to 13 March 2015, 7 July 2015, 17 November 2015,23 February 2016 and most recently, to 12 April 2016 to allow the parties to continuesettlement discussions. On 8 April 2016, settlement has been reached in respect of SaturnStorage’s claims against the Company and TOSIL in the Hong Kong proceedings,pursuant to which Saturn Storage’s afore-said claims were dismissed by the Hong KongCourt of First Instance on 8 April 2016, with Saturn Storage, the Company and TOSILeach bearing its own costs, save for HK$70,000 to be paid by Saturn Storage to theCompany and TOSIL pursuant to an order for security for costs made on 15 November2013.

On 31 December 2015, Mr. Wong Siu Hung Patrick (the ‘‘Plaintiff’’) filed a claim inthe Labour Tribunal in Hong Kong against TRML for the sum of HK$1,046,551.15allegedly due to the termination of the employment contract between the Plaintiff andTRML (the ‘‘Claim’’). The Plaintiff was a former executive director of the Company. Heresigned as an executive director of the Company and also ceased to act as the Company’sauthorised representative and the directors of the wholly-owned subsidiaries of theCompany on 30 September 2015. The Claim was subsequently transferred to the HongKong High Court and the Company was joined as second defendant.

Pursuant to the directions of the Hong Kong High Court dated 13 April 2016, thePlaintiff filed and served the Statement of Claim on 25 April 2016, in which the Claimamount was revised to HK$1,069,251.28. TRML and the Company will defend the Claimand will file and serve the Defence and Counterclaim (if any) accordingly.

BVI Proceedings

On 18 June 2012 (BVI time), Saturn Storage filed an application with the BVI Courtto liquidate TGIL.

On 17 July 2012 (BVI time), the BVI Court ordered the liquidation of TGIL and thatRussell Crumpler of KPMG (BVI) Limited, Edward Middleton and Patrick Cowley ofKPMG be appointed as joint and several liquidators of TGIL with standard powers underthe BVI Insolvency Act 2003. The fourth liquidator, Stuart Mackellar of Zolfo Cooper(BVI) Limited, was appointed with limited powers.

On 18 July 2012 (BVI time), TOSIL, a wholly-owned subsidiary of the Companyand a shareholder of TGIL, filed a notice of appeal at the BVI Court of Appeal against theliquidation order.

The liquidation procedure of TGIL has commenced and the liquidation is notcompleted as at the Latest Practicable Date.

The Company, TGIL, TOSIL and Saturn Storage have been in negotiations which isin advance stages. TOSIL will withdraw the appeal against the liquidation order before theBVI Court of Appeal.

III – 10

APPENDIX III GENERAL INFORMATION

PRC Proceedings

On 30 May 2012, TPFL received a summons issued by the Shanghai IntermediateCourt with Grand China Logistics as plaintiff and the Company, TQSL Holding and TPFLas defendants, that sought an order for, among other things, termination of the ShipyardSale and Purchase Agreement and repayment to Grand China Logistics of an aggregate ofRMB740 million together with accrued interest or for the Company to fulfil its obligationunder its guarantee to repay such amount.

On 23 August 2012, TPFL filed a statement of counterclaim against Grand ChinaLogistics with the Shanghai Intermediate Court to seek, among other remedies, specificperformance by Grand China Logistics of the Shipyard Sale and Purchase Agreement.

On 10 June 2013, the Company received a notification from Grand China Logisticsdated 7 June 2013 informing the Company that it had entered into an assignment withGZE pursuant to which it would assign to GZE all of its interests, rights and obligationsin respect of the Shipyard Sale and Purchase Agreement.

On 23 December 2013, the Shanghai Intermediate Court ordered the discontinuationof the proceedings in relation to the counterclaim lodged by TPFL against Grand ChinaLogistics on the grounds that, following such assignment, Grand China Logistics was nolonger the appropriate defendant for the counterclaim as it had transferred all its interests,rights and obligations in respect of the Shipyard Sale and Purchase Agreement to GZE.On 26 December 2013, the Shanghai Intermediate Court approved the application byGrand China Logistics to the withdrawal of the claim initiated by Grand China Logisticsagainst the Company, TQSL Holding and TPFL in relation to the Shipyard Sale andPurchase Agreement.

On 5 May 2014, the Company entered into the Shipyard Termination Agreementwith GZE, pursuant to which the parties conditionally agreed that the Shipyard Sale andPurchase Agreement be terminated and with respect to the amount of RMB740,000,000that was originally paid by Grand China Logistics to TPFL and TQSL Holding the rightsto which were subsequently assigned to GZE, the Company will issue 9,382,164,000 newShares to GZE in lieu of repayment of such amount. The Shipyard TerminationAgreement will only be effective upon the satisfaction of certain conditions. None of theconditions can be waived, and if such conditions are not fulfilled on or before 31 August2016 (or such later date as may be agreed among the parties in writing), the ShipyardTermination Agreement will lapse and become null and void and the parties will bereleased from all obligations under the agreement, save for any liability arising out of anyantecedent breaches.

III – 11

APPENDIX III GENERAL INFORMATION

8. EXPERTS AND CONSENTS

The following is the qualifications of the experts who have given opinion or advice whichis contained in this prospectus:

Name Qualification

HLB Hodgson Impey Cheng Limited(‘‘HLB’’)

Certified Public Accountants

HLB has given and has not withdrawn its consent to the issue of this prospectus with theinclusion of its report(s) or letter(s), as the case may be, and reference to its name in the formand context in which they respectively appear.

As at the Latest Practicable Date, HLB was not beneficially interested in the share capitalof any member of the Group, nor did they have any right (whether legally enforceable or not)to subscribe for or to nominate persons to subscribe for securities in any members of the Groupnor did they have any interest, either direct or indirect, in any assets which had been since 31December 2015 (being the date to which the latest published audited accounts of the Groupwere made up) acquired or disposed of by or leased to or were proposed to be acquired ordisposed of by or leased to any member of the Group.

9. CORPORATE INFORMATION AND PARTIES INVOLVED

The Company Name Titan Petrochemicals Group Limited(Provisional Liquidators appointed)

Registered office Clarendon House2 Church StreetHamilton HM11Bermuda

Head office and principalplace of business

4902 Sun Hung Kai Centre30 Harbour RoadWanchaiHong Kong

Legal advisers DLA Piper Hong Kong17th Floor, Edinburgh Tower,The Landmark,15 Queen’s Road,Central, Hong Kong

Reed Smith Richards Butler20th Floor, Alexandra House18 Chater Road, CentralHong Kong

III – 12

APPENDIX III GENERAL INFORMATION

Marshall Diel & Myers Limited31 Reid StreetHamilton HM12Bermuda

Conyers Dill & Pearman2901 One Exchange Square8 Connaught PlaceCentralHong Kong

Beijing B&D (Guangzhou) Law FirmUnit F3, 27/F., Guangda Building,689 Tianhe Beilu, Tianhe District,Guangzhou, China

TSMP LAW CORPORATION6 Battery RoadLevel 41Singapore 049909

DLA Piper UK LLP3 Noble StreetLondonEC2V 7EEUnited Kingdom

Auditor HLB Hodgson Impey Cheng LimitedCertified Public Accountants31/F, Gloucester Tower,The Landmark,11 Pedder Street, Central,Hong Kong

Principal bankers Bank of ChinaBank of China Tower,1 Garden Road, Central,Hong Kong

DBS Bank18th Floor, The Center,99 Queen’s Road Central, Central,Hong Kong

III – 13

APPENDIX III GENERAL INFORMATION

Industrial and Commercial Bank ofChina Limited Huian Branch

29 Huixing Road,Huian County, Quanzhou City,Fujian Province,China

The Hongkong and Shanghai BankingCorporation Limited

1 Queen’s Road Central,Hong Kong

Shanghai Pudong Development BankCo., Ltd. Fuzhou Branch,

222 Hu Dong Road,Gulou District, Fuzhou City,Fujian Province,China

Hong Kong Branch Registrar Tricor Tengis LimitedLevel 22, Hopewell Centre183 Queen’s Road EastHong Kong

Principal share registrars andtransfer office

MUFG Fund Services (Bermuda) LimitedThe Belvedere Building69 Pitts Bay RoadPembroke HM08Bermuda

Authorised representatives Mr. Tang Chao Zhang4902, 49/FSun Hung Kai Centre30 Harbour RoadWanchai, Hong Kong

Dr. Zhang Weibing4902, 49/FSun Hung Kai Centre30 Harbour RoadWanchai, Hong Kong

Company secretary Miss Lo Wing Yan Emmy CPA

Underwriter Winford Hong Kong Investment Limited

III – 14

APPENDIX III GENERAL INFORMATION

10. PARTICULARS OF DIRECTORS

(a) The business addresses of the Directors are set out below:

Executive Directors

Mr. Tang Chao Zhang 4902, 49/FSun Hung Kai Centre30 Harbour RoadWanchai, Hong Kong

Dr. Zhang Weibing 4902, 49/FSun Hung Kai Centre30 Harbour RoadWanchai, Hong Kong

Dr. Liu Li Ming (Proposed) 4902, 49/FSun Hung Kai Centre30 Harbour RoadWanchai, Hong Kong

Non-executive Director

Mr. Fan Qinghua 4902, 49/FSun Hung Kai Centre30 Harbour RoadWanchai, Hong Kong

Independent non-executive Directors

Mr. Lau Fai Lawrence 4902, 49/FSun Hung Kai Centre30 Harbour RoadWanchai, Hong Kong

Ms. Xiang Siying 4902, 49/FSun Hung Kai Centre30 Harbour RoadWanchai, Hong Kong

Mr. Hu Hongwei 4902, 49/FSun Hung Kai Centre30 Harbour RoadWanchai, Hong Kong

III – 15

APPENDIX III GENERAL INFORMATION

(b) The brief biographies of the Directors are set out below:

Executive Directors

Mr. Tang Chao Zhang (‘‘Mr. Tang’’), aged 41, chief executive and anexecutive Director of the Company. He was a vice-president of GZE and is currentlya director of Fame Dragon. From 2008 to 2011, Mr. Tang took up the role of vice-president of 廣東振戎石油化工有限公司 (Guangdong Zhenrong Petrochemical Co.,Ltd). He is also a director of 雲南振戎潤德珠寶有限公司 (Yunnan Zhenrong RundeJewellery Ltd). Mr. Tang graduated from Guangdong University of Foreign Studieswith a Bachelor of Arts degree in International Marketing. He joined the Group in2013 and is also a director of certain subsidiaries of the Company.

Save as disclosed above, Mr. Tang has not held any other directorships inpublic companies the securities of which are listed on any securities market in HongKong or overseas in the last three years.

Save as disclosed above, Mr. Tang does not have any relationships with anydirectors, senior management, substantial or controlling shareholders of theCompany, nor any interests in the Shares within the meaning of Part XV of the SFO.

Dr. Zhang Weibing (‘‘Dr. Zhang’’), aged 49, an executive Director and thechairman of the remuneration committee of the Company. He holds a bachelordegree in international economics and a master degree in international finance fromUniversity of Beijing and a doctoral degree in international finance from Universityof Sichuan. Dr. Zhang has through his close associate provided consultancy servicesto GZE, the controlling shareholder of the Company. Dr. Zhang has 25 years ofexperience in financial securities industry and was the responsible person ofSecurities Business of China Agriculture Development Trust and InvestmentCorporation（中國農村發展信託投資公司）, the general manager of China LifeInsurance Trust East China (Group) Company（中國人保信託華東（集團）公司）, thedeputy general manager of Qing Hai Securities Company Limited（青海證券有限責

任公司）, the general manager of Shanghai Jinhui Information System CompanyLimited（上海金匯信息系統有限公司）, the director of Shanghai Lingyun IndustriesDevelopment Co. Ltd.（上海淩雲實業發展股份有限公司）(which was approved toissue 境內上市外資股（B股）and listed on the Shanghai Stock Exchange, theexecutive director of West Australia Resources Pty. Co, the chairman of the board ofdirectors of Haton Polymer & Fibre Corp. Dr. Zhang has extensive experience incorporate governance, initial public offers, merger and acquisitions and equity anddebt securities investment. He joined the Group in 2015 and is also a director ofcertain subsidiaries of the Company.

Save as disclosed above, Dr. Zhang has not held any other directorships inpublic companies the securities of which are listed on any securities market in HongKong or overseas in the last three years.

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APPENDIX III GENERAL INFORMATION

Save as disclosed above, Dr. Zhang does not have any relationships with anydirectors, senior management, substantial or controlling shareholders of theCompany, nor any interests in the Shares with the meaning of Part XV of the SFO.

Non-executive Director

Mr. Fan Qinghua (‘‘Mr. Fan’’) (Chairman), aged 55, was appointed as a non-executive Director of the Company in March 2013 and subsequently appointed as thechairman of the nomination committee and a member of the audit committee of theCompany. He is also a director and deputy general manager of GZE and a director ofDBIL. From 1992 to 1995, he joined 珠海東大集團公司 (Zhuhui Dongda Group) inthe capacity of manager of the finance department and assistant general manager.From 1995 to 1998, he was a senior deputy general manager of 珠海九豐阿科能源有

限公司 (Zhuhai Jovoarco Energy Ltd). Mr. Fan is also the chairman of the tradeunion of GZE. Mr. Fan studied Economic Management and graduated from HenanNormal University.

Save as disclosed above, Mr. Fan has not held any other directorships in publiccompanies the securities of which are listed on any securities market in Hong Kongor overseas in the last three years.

Save as disclosed above, Mr. Fan does not have any relationships with anydirectors, senior management, substantial or controlling shareholders of theCompany, nor any interests in the Shares within the meaning of Part XV of the SFO.

Independent non-executive Directors

Mr. Lau Fai Lawrence (‘‘Mr. Lau’’), aged 44, was appointed as anindependent non-executive Director in March 2014 and subsequently appointed asthe chairman of the audit committee and a member of the nomination committee ofthe Company. Mr. Lau is currently a practising certified public accountant in HongKong and a fellow member of the Association of Chartered Certified Accountants inthe UK. Mr. Lau graduated from The University of Hong Kong with a bachelor’sdegree in business administration in 1994 and obtained a master’s degree in corporatefinance from Hong Kong Polytechnic University in 2007. Mr. Lau is the companysecretary of BBMG Corporation, a company listed on the main board of the StockExchange. Mr. Lau is an executive director of Central Wealth Financial GroupLimited; an independent non-executive director of Artini China Co. Ltd., and anindependent non-executive director of Topsearch International (Holdings) Limited,all the above companies are listed on the main board of the Stock Exchange.

Save as disclosed above, Mr. Lau has not held any other directorships in publiccompanies the securities of which are listed on any securities market in Hong Kongor overseas in the last three years.

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APPENDIX III GENERAL INFORMATION

Save as disclosed above, Mr. Lau does not have any relationships with anydirectors, senior management, substantial or controlling shareholders of theCompany, nor any interests in the Shares within the meaning of Part XV of the SFO.

Ms. Xiang Siying (‘‘Ms. Xiang’’), aged 53, was appointed as an independentnon-executive Director in July 2015 and subsequently appointed as a member of eachof the audit committee, the nomination committee and the remuneration committee ofthe Company. She holds a Bachelor degree in Agriculture from Beijing AgricultureUniversity (now known as China Agriculture University), Master degree inEconomics from 財政部財政科學研究所 (Financial Science Research Institution ofthe Ministry of Finance) and MBA degree from the London Business School. Shehas extensive experience in all sectors of corporate finance, restructuring and mergerand acquisitions practice. She is an independent non-executive director of ChinaOcean Shipbuilding Industry Group Limited, the shares of which are listed on theStock Exchange. Ms. Xiang currently is an executive director of CDH Investments, aleading private equity firm in China. Prior to joining CDH Investments, she hadworked for China International Capital Corporation Limited since returning to Chinain early 2004. Before that Ms. Xiang had long career with International FinanceCorporation, the private investment arm of the World Bank Group, in Washington,United States of America.

Save as disclosed above, Ms. Xiang has not held any other directorships inpublic companies the securities of which are listed on any securities market in HongKong or overseas in the last three years.

Save as disclosed above, Ms. Xiang does not have any relationships with anydirectors, senior management, substantial or controlling shareholders of theCompany, nor any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Hu Hongwei (‘‘Mr. Hu’’), aged 36, was appointed as an independent non-executive Director in November 2015 and appointed as a member of theremuneration committee of the Company on 24 March 2016. He holds a Bachelor ofLaws (LL.B.) and Master of Laws (LL.M.) from Fudan University. He has extensiveexperience in legal aspects of cross-border investment, restructuring and mergers andacquisitions practice. Mr. Hu is attorney-at-law admitted to practice in China. Hecurrently is a partner of the Shanghai office of Dentons, a leading multinational lawfirm. Prior to joining Dentons, he had long career with Clifford Chance, a leadinginternational law firm headquartered in London, United Kingdom and HHPAttorneys-At-Law, a leading chinese commercial law firm. Mr. Hu advised foreignand domestic clients on legal aspects of their investment in China, including mergersand acquisitions, regulatory compliance, intellectual property protection and disputeresolution.

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Save as disclosed above, Mr. Hu has not held any other directorships in publiccompanies the securities of which are listed on any securities market in Hong Kongor overseas in the last three years.

Save as disclosed above, Mr. Hu does not have any relationships with anydirectors, senior management, substantial or controlling shareholders of theCompany, nor any interests in the Shares with the meaning of Part XV of the SFO.

Dr. Liu Li Ming (‘‘Dr. Liu’’), the proposed executive Director of theCompany, graduated from Tianjin University with bachelor degree majoring inmarine engineering and manufacturing. He then obtained master degree in businessadministration from Capital University of Economics and Business and a doctor’sdegree in structural engineering. He is a senior engineer enjoying government specialsubsidy from China’s State Council. Dr. Liu has over 50 years experience in offshoreoil exploration and development, including the design, manufacturing and installingof offshore oil drilling rigs, and the design, design review, supervision andmanagement of offshore oilfield development project. From 1997 to 1999, heworked as general manager of China Offshore Oil Development & EngineeringCorporation（中海石油工程設計公司）. From 1999 to 2003, he was the deputydirector of CNOOC Research Center; from 2003 to 2005, he was the deputy generalmanager of Offshore Oil Engineering Co., Ltd. and CNOOC Oil Base GroupCompany; from 2005 to 2008, he was the deputy executive general manager andgeneral manager of CNOOC Gas & Power Limited; from 2008 and 2011, he was thedeputy chief engineer of CNOOC, general manager of CNOOC HaixiningdeIndustrial Development Zone Co., Ltd. and director of the Administrative Committeeof Haixiningde Industrial Development Zone in Fujian Province. Dr. Liu is currentlythe senior advisor of Beijing Gaotai Deep-sea Technology Co., Ltd., a member of theexpert group of ‘‘863’’ Project in China’s Ministry of Science and Technology andthe evaluation expert of the State Science and Technology Award.

Save as disclosed above, Dr. Liu has not held any other directorships in publiccompanies the securities of which are listed on any securities market in Hong Kongor overseas in the last three years.

Save as disclosed above, Dr. Liu does not have any relationships with anydirectors, senior management, substantial or controlling shareholders of theCompany, nor any interests in the Shares within the meaning of Part XV of the SFO.

11. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or proposed Directors and/or theirrespective associates (as defined under the Listing Rules) was considered to have an interest ina business which competes or is likely to complete, either directly or indirectly, with thebusiness of the Group other than those businesses to which the Directors and their respectiveassociates were appointed to represent the interests of the Company and/or the Group.

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12. EXPENSES

The professional costs and expenses incurred in connection with the Open Offer,(including but not limited to the printing, registration, translation, financial advisory and legalfee and accountancy charges) are estimated to amount to approximately HK$1.5 million andare payable by the Company.

13. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES

A copy of the Prospectus Documents and the consent letter referred to in the paragraphheaded ‘‘Expert and Consents’’ in this appendix have been registered with the Registrar ofCompanies in Hong Kong pursuant to Section 342C of the Companies (Winding Up andMiscellaneous Provisions) Ordinance (Cap. 32).

14. BINDING EFFECT

The Prospectus Documents and all acceptances of any offer or application contained insuch documents, are governed by and shall be construed in accordance with the laws of HongKong. When an acceptance or application is made in pursuance of any such documents, therelevant document(s) shall have the effect of rendering all persons concerned bound by theprovisions (other than the penal provisions) of sections 44A and 44B of the Companies(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), so far as applicable.

15. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal businesshours from 9:30 a.m. to 5:30 p.m. on any business day (except public holiday and with priornotice) at the principal office of business of the Company in Hong Kong at 4902 Sun HungKai Centre, 30 Harbour Road, Wanchai, Hong Kong from the date of this prospectus up to andincluding the Latest Acceptance Date.

(i) memorandum of association and the Bye-Laws of the Company;

(ii) the annual reports of the Company for the financial years ended 31 December 2013,2014 and 2015;

(iii) the unaudited pro forma financial information of the Group as set out in Appendix IIto this prospectus;

(iv) the report from HLB Hodgson Impey Cheng Limited on unaudited pro formafinancial information of the Group as set out in Appendix II to this prospectus;

(v) the written consents referred to in the paragraph headed ‘‘Expert and Consents’’ inthis appendix;

(vi) all material contracts referred to in the paragraph headed ‘‘Material Contracts’’ in thisappendix;

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(vii) the Circular; and

(viii) the Prospectus Documents.

16. GENERAL

If there is any inconsistency between the Chinese name of PRC entities, departments,facilities or titles mentioned in this prospectus and their English translation, the Chineseversion shall prevail. Other than that, the English text of this prospectus shall prevail over theChinese text in the case of inconsistency.

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