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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited

take no responsibility for the contents of this announcement, make no representation as to

its accuracy or completeness and expressly disclaim any liability whatsoever for any loss

howsoever arising from or in reliance upon the whole or any part of the contents of this

announcement.

This announcement is for information only and does not constitute an invitation or offer to

acquire, purchase or subscribe for securities of the Company.

Titan Petrochemicals Group Limited(Provisional Liquidators appointed#)

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

FURTHER INFORMATION ON (1) REVISED DEBT RESTRUCTURING PROPOSAL;

(2) THE PROPOSED OPEN OFFER OF CONVERTIBLE BONDS;(3) CB SUBSCRIPTIONS;

AND(4) POSSIBLE APPLICATION FOR WHITEWASH WAIVER

Reference is made to the Open Offer Announcement and the CB Announcements in relation

to, among other things, the Open Offer and the CB Subscriptions.

Since the publication of the Open Offer Announcement and the CB Announcements, the

Company has been engaged in discussions with the Group’s creditors and potential creditors

as well as the Company’s controlling shareholder, GZE, and the CB Subscribers with a view

to devising a debt restructuring proposal for the Group. On 14 August 2013, the Company

announced certain key indicative terms of a debt restructuring proposal and continued to

engage in discussions with creditors and other relevant parties. The Company now proposes

to put forward a debt restructuring proposal for further discussion with creditors and other

relevant parties.

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The purpose of this announcement is to provide Shareholders with (i) the key indicative

terms of the Revised Debt Restructuring Proposal; and (ii) more information on the

proposed Open Offer, the terms of the Underwriting Agreement and the CB Subscription

Agreements in compliance with the Company’s disclosure obligations under Part XIVA of

the SFO and the Listing Rules.

Please note, however, that the indicative terms of the Revised Debt Restructuring Proposal

disclosed in this announcement may change as a result of discussions and negotiations with

the creditors and potential creditors of the Group which are still ongoing. The final debt

restructuring proposal for the Group and the relevant creditors’ scheme of arrangement

will be subject to, among other things, the sanction of the Bermuda court. There is no assurance that a creditors’ scheme of arrangement will be entered into or become effective.

Please also note that the terms of the Open Offer, the Underwriting Agreement and

the CB Subscription Agreements disclosed in the Open Offer Announcement, the CB

Announcements and this announcement may be subject to change depending on the terms of

the Revised Debt Restructuring Proposal. Shareholders’ attention is also drawn to the right

of Fame Dragon and the CB Subscribers to terminate the Underwriting Agreement and the

CB Subscription Agreements, respectively. There is no assurance that the Open Offer and/or the CB Subscriptions will proceed or be consummated.

Further announcement(s) in relation to the Revised Debt Restructuring Proposal, the Open

Offer, the Underwriting Agreement and/or the CB Subscriptions will be made by the

Company as and when appropriate in compliance with Part XIVA of the SFO, the Listing

Rules and the Takeovers Code.

BACKGROUND

Reference is made to (i) the announcements of the Company dated 13 December 2010, 18

March 2012, 12 July 2012, 17 July 2012, 2 August 2012, 7 August 2012, 15 August 2012, 17

August 2012, 31 August 2012, 5 September 2012, 19 September 2012, 12 November 2012, 18

February 2013, 15 March 2013, 18 March 2013, 11 April 2013, 29 April 2013, 2 May 2013,

13 May 2013, 10 June 2013, 17 July 2013 and 14 August 2013; and (ii) the circulars issued by

the Company dated 4 January 2011 and 31 January 2013.

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In the Open Offer Announcement, the Company announced, among other things, that the

Board intended to put forward a proposal to raise funds for the Company by the Open Offer

and the Company entered into the Underwriting Agreement with Fame Dragon on 12 March

2013, pursuant to which Fame Dragon conditionally agreed to fully underwrite the proposed

Open Offer.

In the Berkeley and CGL Subscriptions Announcement, the Company announced, among other

things, that it entered into the Berkeley Subscription Agreement and the CGL Subscription

Agreement with New Berkeley and CGL Resources, respectively, on 9 April 2013, pursuant

to which New Berkeley and CGL Resources conditionally agreed to subscribe for new

convertible bonds to be issued by the Company on substantially the same terms as the Open

Offer.

In the Wahen Subscription Announcement, the Company announced, among other things, that

it entered into the Wahen Subscription Agreement with Wahen Investments on 29 April 2013,

pursuant to which Wahen Investments conditionally agreed to subscribe for new convertible

bonds to be issued by the Company on substantially the same terms as the Open Offer.

Since the publication of the Open Offer Announcement and the CB Announcements, the

Company has been engaged in discussions with the Group’s creditors and potential creditors

as well as the Company’s controlling shareholder, GZE, and the CB Subscribers with a view

to devising a debt restructuring proposal for the Group. On 14 August 2013, the Company

announced certain key indicative terms of a debt restructuring proposal and continued to

engage in discussions with creditors and other relevant parties. The Company now proposes

to put forward a debt restructuring proposal for further discussion with creditors and other

relevant parties.

The purpose of this announcement is to provide Shareholders with (i) the key indicative terms

of the Revised Debt Restructuring Proposal; and (ii) more information on the proposed Open

Offer, the terms of the Underwriting Agreement and the CB Subscription Agreements in

compliance with the Company’s disclosure obligations under Part XIVA of the SFO and the

Listing Rules.

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Please note, however, that the indicative terms of the Revised Debt Restructuring Proposal

disclosed in this announcement may change as a result of discussions and negotiations with

the creditors and potential creditors of the Group which are still ongoing. The final debt

restructuring proposal for the Group and the relevant creditors’ scheme of arrangement will be

subject to, among other things, the sanction of the Bermuda court. There is no assurance that

the creditors’ scheme of arrangement will be entered into or become effective.

Please also note that the terms of the Open Offer, the Underwriting Agreement and the CB

Subscription Agreements disclosed in the Open Offer Announcement, the CB Announcements

and this announcement may be subject to change depending on the terms of the Revised

Debt Restructuring Proposal. Shareholders’ attention is also drawn to the right of Fame

Dragon and the CB Subscribers to terminate the Underwriting Agreement and the CB

Subscription Agreements, respectively, as more particularly disclosed in the sections headed

“Underwriting Arrangement – Termination of the Underwriting Agreement” and “CB

Subscriptions – Termination of the CB Subscription Agreements” of this announcement.

There is no assurance that the Open Offer and/or the CB Subscriptions will proceed or

be consummated.

Further announcement(s) in relation to the Revised Debt Restructuring Proposal, the Open

Offer, the Underwriting Agreement and/or the CB Subscriptions will be made by the Company

as and when appropriate in compliance with Part XIVA of the SFO, the Listing Rules and the

Takeovers Code.

DEBT RESTRUCTURING PROPOSAL

The key indicative terms of the Revised Debt Restructuring Proposal are set out below:

(a) the debt restructuring proposal will be implemented by way of a creditors’ scheme of

arrangement and it is proposed that the following claims will be recognised under the

scheme:

(i) all indebtedness arising out of the Existing Notes (including principal and accrued

interest); and

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(ii) all liabilities arising out of the guaranteed notes issued by Titan Shipyard Holdings

Ltd., recognised trade payables owed by the Company and recognised claims

arising from amounts owed by subsidiaries within the Group which have been

guaranteed by the Company;

(b) pursuant to the Creditors’ Scheme, holders of Scheme Claims will agree to settle their

claims in exchange for:

(i) in the case of the holders of the Existing Notes, for every HK$1.00 of the amount

of their claims arising under the Existing Notes:

I. HK$0.10 in cash and HK$0.30 in new Shares to be issued by the Company

at the same price per share as the initial Conversion Price of the Convertible

Bonds; or

II. HK$0.20 in cash and HK$0.10 in new Shares to be issued by the Company

at the same price per share as the initial Conversion Price of the Convertible

Bonds,

and if any holder of the Existing Notes fails to make a selection before a specified

deadline to be agreed, the Company will, at its sole discretion, select one of the

above options on behalf of that holder;

(ii) in the case of the holders of the Unsecured Claims, for every HK$1.00 of the

amount of their claims, HK$0.10 in cash;

(c) the new Shares to be issued by the Company to the holders of the Existing Notes under

the Creditors’ Scheme will be subject to a lock-up period of 12 months;

(d) the completion of the Creditors’ Scheme will be conditional upon, among other things:

(i) the Stock Exchange granting conditional approval for the resumption of trading in

the Company’ Shares on the Stock Exchange;

(ii) all the conditions to the Open Offer and the CB Subscriptions having been

satisfied;

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(iii) the Creditors’ Scheme becoming effective upon, among other things, being

approved by the requisite majority of the holders of Scheme Claims and sanctioned

by the court; and

(iv) all the conditions to completion of the Shipyard Settlement having been satisfied;

(e) the Company will seek agreement with GZE on the Shipyard Settlement, whereby the

Sale and Purchase Agreement in relation to Titan Quanzhou Shipyard is proposed to be

terminated and the amount of RMB740 million, being part payment of the purchase price

under the Sale and Purchase Agreement is proposed to be applied, towards a subscription

by GZE of new Shares in the Company. Completion of this subscription will be subject

to, among other things, the sanction of the Creditors’ Scheme by the holders of Scheme

Claims and the court, the approval of the Shipyard Settlement and the whitewash waiver

by the independent Shareholders of the Company and the grant of the whitewash waiver

by the SFC (which condition cannot be waived by either party), and the approval of

the Shipyard Settlement and related matters by the PRC court and other relevant PRC

authorities;

(f) the cash portion of the Creditors’ Scheme will be funded by the Open Offer (the terms

of which are subject to finalization) and the CB Subscriptions on substantially the

same terms as the Open Offer (which are also subject to finalization). The completion

of the Open Offer and the CB Subscriptions will be subject to, among other things, the

sanction of the Creditors’ Scheme by the holders of Scheme Claims and the court and

the approval of the independent Shareholders of the Company. Details of the conditions

of the Open Offer and CB Subscriptions are set out in the sections headed “Proposal for

the Open Offer – Conditions of the Open Offer” and “CB Subscriptions – Conditions

precedent to completion of CB Subscriptions”, respectively in this announcement;

(g) the Company, SPHL and GZE propose that, subject to the Creditors’s Scheme becoming

effective upon, among other things, being approved by the requisite majority of the

holders of Scheme Claims and sanctioned by the court, the redemption notice in respect

of the Listco Preferred Shares will be withdrawn and the Listco Preferred Shares will

remain part of the Company’s capital structure on existing terms; and

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(h) the Creditors’ Scheme, the Open Offer, the CB Subscriptions and the Shipyard

Settlement will be inter-conditional upon each other and will all be conditional upon

approval for resumption of trading in the Company’s Shares on the Stock Exchange.

PROPOSAL FOR THE OPEN OFFER

As stated in the Open Offer Announcement, the Board intended to put forward a proposal

to raise not less than approximately HK$391.0 million and not more than approximately

HK$394.1 million (before expenses) by way of an open offer of convertible bonds on the

basis of convertible bonds in the principal amount of HK$0.05 for every one existing Share

held by the Qualifying Shareholders on the Record Date. On 12 March 2013, the Company

and Fame Dragon entered into the Underwriting Agreement pursuant to which Fame Dragon

conditionally agreed to fully underwrite the proposed Open Offer. Condensed particulars on

the proposed Open Offer are set out as follows:

Issue statistics

Basis of the Open Offer: Convertible Bonds in the principal amount

of HK$0.05 for every one existing Share

held by the Qualifying Shareholders on the

Record Date

Subscription price of the Convertible Bonds At the face value of the Convertible Bonds

Principal amount of the Convertible Bonds

to be issued

Not less than approximately HK$391.0

million but not more than approximately

HK$394.1 million

Number of Conversion Shares to be issued

based on the initial Conversion Price

Not less than 3,910,277,341 Conversion

Shares and not more than 3,941,227,341

Conversion Shares

Underwriting arrangement: Ful ly underwr i t t en by Fame Dragon

which is an investment holding company

whose ordinary business does not include

underwriting

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Share capital of the Company

As at the date of this announcement, 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 61,900,000

Shares; (iii) 555,000,000 outstanding Listco Preferred Shares entitling the holder thereof to

convert those shares into 555,000,000 Shares based on the conversion ratio of 1:1; and (iv)

the Listco Convertible Notes in the outstanding principal amount of US$47,960,000 entitling

holders thereof to convert those notes into 523,483,348 Shares based on the conversion rate of

10,915 Shares per US$1,000.

Save as disclosed above, the Company has no other share options, warrants, derivatives or

other securities convertible into or exchangeable for the Shares outstanding as at the date of

this announcement.

Conversion Shares

Based on the principal amount of approximately HK$391.0 million of Convertible Bonds to

be issued, a minimum of 3,910,277,341 Conversion Shares with an aggregate nominal value

of HK$39.1 million will be issued upon exercise in full of the Conversion Right at the initial

Conversion Price, representing:

(i) approximately 50.00% of the total Shares in issue as at the date of this announcement;

(ii) approximately 33.33% of the total Shares in issue as enlarged by the issue of the

Conversion Shares, on the basis that (a) none of the outstanding Share Options will be

exercised; (b) none of the Listco Preferred Shares or Listco Convertible Notes will be

converted into Shares; (c) no other new Shares will be issued; and (d) no Shares will be

repurchased; and

(iii) approximately 30.38% of the total Shares in issue as enlarged by the issue of the

Conversion Shares, on the basis that (a) all the outstanding Share Options are exercised;

(b) all the Listco Preferred Shares and Listco Convertible Notes are converted into

Shares; (c) no other new Shares will be issued; and (d) no Shares will be repurchased.

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Based on the principal amount of approximately HK$394.1 million of Convertible Bonds to

be issued, a maximum of 3,941,227,341 Conversion Shares with an aggregate nominal value

of HK$39.4 million will be issued upon exercise in full of the Conversion Right at the initial

Conversion Price, representing:

(i) approximately 50.40% of the total Shares in issue as at the date of this announcement;

(ii) approximately 33.51% of the total Shares in issue as enlarged by the issue of the

Conversion Shares, on the basis that (a) none of the outstanding Share Options will be

exercised; (b) none of the Listco Preferred Shares or Listco Convertible Notes will be

converted into Shares; (c) no other new Shares will be issued; and (d) no Shares will be

repurchased; and

(iii) approximately 30.55% of the total Shares in issue as enlarged by the issue of the

Conversion Shares, on the basis that (a) all the outstanding Share Options are exercised;

(b) all the Listco Preferred Shares and Listco Convertible Notes are converted into

Shares; (c) no other new Shares will be issued; and (d) no Shares will be repurchased.

Conditions of the Open Offer

The consummation of the Open Offer is conditional upon the Underwriting Agreement having

become unconditional and not being terminated in accordance with the terms and conditions

of the Underwriting Agreement. The conditions of the Underwriting Agreement are set out in

the section headed “Underwriting Arrangement – Conditions of the Underwriting Agreement”

below.

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

proceed.

Application for excess Convertible Bonds

It is expected that any Convertible Bonds (i) not validly applied for by any Qualifying

Shareholders under the Open Offer; (ii) to which the Non-Qualifying Shareholders would

otherwise have been entitled; and (iii) created by aggregating the principal amount of the

Convertible Bonds of any fractional assured entitlements will be made available for excess

applications by the Qualifying Shareholders and such Convertible Bonds will be allocated on

a fair basis.

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Application for listing

It is not intended that application will be made for the listing of, and permission to deal in, the

Convertible Bonds on the Stock Exchange or any other stock exchanges.

If the Open Offer proceeds, application will be made to the Listing Committee of the Stock

Exchange for the listing of, and permission to deal in, the Conversion Shares to be allotted

and issued upon exercise of the Conversion Right.

Other details of the Open Offer

The consummation of the Open Offer is conditional upon the Underwriting Agreement having

become unconditional, and the Underwriting Agreement will not become unconditional

if, among other things, the Creditors’ Scheme has not received the necessary approvals

or consents. It is therefore uncertain as to whether and when the Open Offer will proceed

and, hence, the Company is not in a position to give an indication as to the timetable for

implementation of the Open Offer (including the Record Date). In addition, given that the

terms of the Revised Debt Restructuring Proposal are still being discussed with creditors

and other relevant parties and therefore subject to change, it is uncertain at this stage as to

whether new Shares or other securities will be issued by the Company pursuant to the final

debt restructuring proposal and, hence, the Company is not in a position to give an indication

as to the shareholding structure of the Company upon completion of the Open Offer or the

Shareholders who will qualify for participation in the Open Offer.

Summary of the proposed principal terms of the Convertible Bonds

A summary of the proposed principal terms of the Convertible Bonds is set out below.

Principal amount Not less than approximately HK$391.0 million but not more than

approximately HK$394.1 million.

Interest No interest shall accrue on the Convertible Bonds.

If the Company defaults in the payment of any sum due and

payable under the Convertible Bonds, the Company shall pay

interest on such sum to the Bondholder from the due date to the

date of actual payment in full calculated at the rate of 5% per

annum

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Conversion Period A Bondholder shall have the right at any time during (i) in respect

of Bondholders who are Fame Dragon or parties acting in concert

with it under the Takeovers Code, the period commencing on

the later of (a) 22 January 2014 and (b) the 7th day after the

issue date of the Convertible Bonds up to and including the date

which is 7 days prior to the Maturity Date; and (ii) in respect of

Bondholders other than Fame Dragon and parties acting in concert

with it under the Takeovers Code, the period commencing on the

7th day after the issue date of the Convertible Bonds up to and

including the date which is 7 days prior to the Maturity Date,

to require the Company to convert the whole or any part of the

principal amount outstanding under the Convertible Bonds into

Shares at the Conversion Price (subject to adjustment).

Conversion Price The initial Conversion Price (subject to adjustments) shall be

HK$0.10 per Conversion Share, which represents:

(i) a discount of approximately 59.35% to the closing price of

HK$0.246 per Share as quoted on the Stock Exchange on the

Last Trading Day;

(ii) a discount of approximately 55.91% to the average closing

price of the Shares of approximately HK$0.2268 per Share

as quoted on the Stock Exchange over the last five Trading

Days up to and including the Last Trading Day;

(iii) a discount of approximately 53.75% to the average closing

price of the Shares of approximately HK$0.2162 per Share

as quoted on the Stock Exchange over the last ten Trading

Days up to and including the Last Trading Day; and

(iv) a discount of approximately 29.33% to the audited

consolidated net assets of the Group attributable to

the Shareholders per Share as at 31 December 2011 of

approximately HK$0.1415.

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The Conversion Price was determined after arm’s length

negotiations between the Company and the Underwriter having

regard primarily to the financial position of the Group.

The Conversion Price will be subject to adjustment in certain

events, including: consolidation, subdivision or reclassification;

capitalization of profits or reserves, capital distribution, rights

issues of Shares or options or warrants to subscribe for new Shares

at less than current market price; issues of Shares at less than

current market price; other issues of securities at less than current

market price, etc.

Conversion Shares No application will be made for the listing of the Convertible

Bonds on the Stock Exchange or any other stock exchange.

Application will be made to the Listing Committee of the Stock

Exchange for the listing of, and permission to deal in, the

Conversion Shares.

No fraction of a Conversion Share will be issued and no amount in

lieu shall be refunded to the relevant Bondholder. The Conversion

Shares shall be fully paid, free from any liens, charges,

encumbrances, pre-emptive rights or other third party rights and

rank pari passu in all respects with all other Shares in issue on the

date of conversion and the Bondholder shall be entitled, in respect

of its Conversion Shares, to all dividends and other distributions,

rights or entitlements the record date for which falls after the date

of conversion.

Maturity Unless previously converted or purchased or redeemed in

accordance with the terms and conditions of the Convertible

Bonds, the Company shall redeem any outstanding Convertible

Bonds on the Maturity Date (i.e. the day before the 5th

anniversary of the issue date of the Convertible Bonds or, if that is

not a business day, the first business day thereafter).

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Redemption The Company or any of its subsidiaries may at any time and from

time to time repurchase the Convertible Bonds at any price as may

be agreed in writing between the Company or such subsidiary and

the relevant Bondholder. Any Convertible Bond so purchased shall

forthwith be cancelled by the Company.

On the third anniversary of the issue date of the Convertible Bonds

and the fourth anniversary of the issue date of the Convertible

Bonds (collectively the “Put Option Date(s)”), a Bondholder will

have the right at such holder’s option, to require the Company

to redeem all or some only of the Convertible Bonds of such

holder on the applicable Put Option Date at 100% of the principal

amount of the outstanding Convertible Bonds together with

interest accrued to the date fixed for redemption, provided that

the Existing Notes and all other debt securities that may be issued

by the Company after the issue date of the Convertible Bonds as

part of the Creditors’ Scheme have all been repaid in full at the

applicable Put Option Date.

Transferability Subject to the conditions below, the Convertible Bonds may be

transferred to any person:

– the Convertible Bonds (or any part thereof) may not

be assigned or transferred to a connected person of the

Company without the prior written consent of the Company.

Such transfer shall be further subject to (where applicable)

the conditions, approvals, requirements and any other

provisions of or under the Listing Rules and all applicable

laws and regulations; and

– any assignment or transfer of the Convertible Bonds shall be

of the whole or any part (being an authorized denomination)

of the outstanding principal amount of the Convertible

Bonds.

Voting The Bondholder will not be entitled to receive notices of, attend

or vote at any meetings of the Company by reason only of it being

the Bondholder.

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Ranking The obligations of the Company arising under the Convertible

Bonds constitute general, direct, unconditional and unsecured

obligations of the Company and shall at all times rank equally

among themselves and pari passu with all other present and future

unsecured and unsubordinated obligations of the Company except

for obligations accorded preference by mandatory provisions of

applicable law. The obligations under the Convertible Bonds are

incapable of being otherwise subordinated except with the written

consent of the relevant Bondholder.

Restriction The Company shall not be obliged to issue any Conversion Shares

if the issue of the Conversion Shares pursuant to such conversion

will cause the issued Shares in the hands of “public” (as defined

under Rule 8.24 of the Listing Rules) to fall below 25% or such

other minimum percentage of the total issued share capital of a

listed company as prescribed under the Listing Rules that must

remain in the public hands.

Events of default In the case of any event of default occuring, subject to the

approval by a special resolution of the Bondholders passed in a

meeting of the Bondholders or in writing by the requisite majority

of Bondholders, a Bondholder may give notice in writing to the

Company that the principal amount of the outstanding Convertible

Bonds has, on the giving of such notice, become immediately due

and payable, whereupon the outstanding principal amount of the

Convertible Bonds shall become immediately due and payable

in an amount which is 100% of the principal amount of the

outstanding Convertible Bonds.

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UNDERWRITING ARRANGEMENT

Underwriting Agreement

Date: 12 March 2013

Underwriter: Fame Dragon International Investment Limited

Underwriting arrangement: Fully underwritten by the Underwriter

Commission: Nil

Pursuant to the Underwriting Agreement, the Underwriter has conditionally agreed to

underwrite the Open Offer subject to the terms and conditions set out in the Underwriting

Agreement and, in particular, the fulfillment of the conditions contained therein. The

Underwriter, which holds the voting rights of a total of 3,556,353,661 Shares (representing

approximately 45.5% of the total Shares in issue of the Company as at the date of this

announcement), is an investment holding company whose ordinary business does not include

underwriting.

The Company considered as the Underwriter will not be charging any underwriting fee or

commission, such underwriting arrangement would be beneficial to the Company and would

allow the Company to reduce the costs and expenses in conducting the Open Offer which the

Company would otherwise have to incur if a registered brokerage firm or an investment bank

was to be appointed as the underwriter.

Conditions of the Underwriting Agreement

Completion of the Underwriting Agreement is subject to the following conditions:

(a) (if required under the Company Ordinance (Chapter 32 of the Laws of Hong Kong))

the delivery to the Stock Exchange and registration with the Registrar of Companies

in Hong Kong, respectively, on or prior to the Posting Date and (if required under the

Companies Act of 1981 of Bermuda) the registration by the Registrar of Companies

in Bermuda prior to or as soon as practicable after the Posting Date of the Prospectus

Documents (and all other documents required to be filed or delivered for registration);

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(b) the posting on the Posting Date of copies of the Prospectus Documents to the Qualifying

Shareholders and the Prospectus to the Non-Qualifying Shareholders;

(c) the Listing Committee of the Stock Exchange granting listing of, and permission to

deal in, the Conversion Shares either unconditionally or subject to conditions which the

Company 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 Exchange not

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 approved the resumption

of trading of the Shares based on the resumption proposal to be submitted to the Stock

Exchange (as may be supplemented or amended from time to time) and other conditions

attached to such approval having been fulfilled or waived by the Stock Exchange;

(e) dismissal of the Bermuda Proceedings and such dismissal not being appealed within the

relevant appeal time period of the relevant law applicable to the Bermuda Proceedings;

(f) the Creditors’ Scheme having been approved by the courts of Bermuda and such other

courts and/or analogous sanction and/or recognition in any other jurisdiction, as the

Company may determine to be necessary, of the Creditors’ Scheme having been obtained

together with all consents, approvals, sanctions and filing of documents necessary, for

the purpose of making the Creditors’ Scheme effective, having been obtained and done

in accordance with the applicable law; and

(g) all consents and approvals necessary in connection with the transaction contemplated in

the Underwriting Agreement having been obtained.

None of the conditions set out above can be waived. In the event that the conditions as set out

above have not been satisfied on or before the Posting Date (except in the case of registration

of the Prospectus Documents in Bermuda, if required, which shall take place prior to or as

soon as practicable) or such later date as the Underwriter and the Company may agree, all

liabilities of the parties to the Underwriting Agreement shall cease and determine and neither

party shall have any claim against the other.

As at the date of this announcement, none of the conditions set out above has been satisfied.

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Termination of the Underwriting Agreement

The Underwriter may terminate the Underwriting Agreement by notice in writing issued to the

Company at any time prior to 4:00 p.m. on the Settlement Date if any of the following events

occurs:

(a) the appointment of one or more liquidators (provisional or otherwise), administrator or

any analogous officer for the winding up of the Company in any jurisdiction whatsoever;

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

(c) there is any breach of any of the warranties made by the Company in any material

respect which has come to knowledge of the Underwriter or any event which has

occurred or any matter which has arisen on or after the date of the Underwriting

Agreement which if it had occurred or arisen before the date of the Underwriting

Agreement would have rendered any of such warranties untrue, inaccurate or misleading

in any material respect; or

(d) there is material adverse change in the financial position, business, property or

operations of any member of the Group compared to that as at date of the Underwriting

Agreement.

Upon the appointment of joint provisional liquidators of the Company by the order of

the Supreme Court of Bermuda on 18 October 2013 (Bermuda time), the Underwriter

becomes entitled to terminate the Underwriting Agreement by notice in writing issued

to the Company. As at the date of this announcement, the Company has not received

such notice from the Underwriter. If the Underwriter exercises its right to terminate the

Underwriting Agreement pursuant to its terms, the Open Offer will not proceed.

REASONS FOR THE OPEN OFFER

The Group is principally engaged in the supply of oil products and provision of bunker

refueling services and provision of logistic services (including oil and chemical storage and

oil transportation).

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The Company originally intended to use the proceeds from the Open Offer to fund its debt

restructuring and the Group’s operations. Given the financial situation of the Group and

having considered other fund raising alternatives for the Group, such as placing of new Shares

or other Convertible Bonds, and the benefits and cost of each of the alternatives, the Board

considered that the Open Offer was in the interests of the Company and the Shareholders as

a whole as it would offer all the Qualifying Shareholders an equal opportunity to participate

in the enlargement of the capital base of the Company at the same price and would enable the

Qualifying Shareholders to continue to participate in the future development of the Company

should they wish to do so.

CB SUBSCRIPTIONS

The CB Subscription Agreements

Pursuant to the CGL Subscription Agreement, Berkeley Subscription Agreement and Wahen

Subscription Agreement, the CB Subscribers have conditionally agreed to subscribe for new

convertible bonds to be issued by the Company on substantially the same terms as the Open

Offer. The principal terms of each of the CGL Subscription Agreement, Berkeley Subscription

Agreement and Wahen Subscription Agreement are summarized below.

CGL

Subscription

Agreement

Berkeley

Subscription

Agreement

Wahen

Subscription

Agreement

Date of Agreement 9 April 2013 9 April 2013 29 April 2013

Subscriber CGL Resources New Berkeley Wahen Investments

Subscription Amount HK$50 million HK$80 million HK$180 million

Conditions precedent to completion of the CB Subscriptions

Completion of each of the CGL Subscription Agreement, Berkeley Subscription Agreement

and Wahen Subscription Agreement is subject to the following conditions:

(a) the Listing Committee of the Stock Exchange having granted the listing of, and

permission to deal in, the Investors Conversion Shares;

19

(b) the Stock Exchange having unconditionally or conditionally approved the resumption

of trading of the Shares based on the resumption proposal to be submitted to the Stock

Exchange (as may be supplemented or amended from time to time) and any other

conditions attached to such approval having been fulfilled or waived by the Stock

Exchange;

(c) dismissal of the Bermuda Proceedings and such dismissal not being appealed within the

relevant appeal time period of the relevant law applicable to the Bermuda Proceedings;

(d) the Creditors’ Scheme having been approved by the courts of Bermuda and such other

courts and/or analogous sanction and/or recognition in any other jurisdiction, as the

Company may determine to be necessary, of the Creditors’ Scheme having been obtained

together with all consents, approvals, sanctions and filing of documents necessary, for

the purpose of making the Creditors’ Scheme effective, having been obtained and done

in accordance with the applicable law;

(e) if required, the passing of a resolution by the Shareholders or independent Shareholders

(as applicable) who are permitted to vote under the Listing Rules to approve the issue of

the Investors Convertible Bonds and the Investors Conversion Shares at a special general

meeting of the Company in accordance with the Listing Rules; and

(f) all consents and approvals considered necessary by the Company in connection with the

CB Subscriptions, the allotment of the Investors Conversion Shares and the transaction

contemplated under the CB Subscription Agreements having been obtained.

If the conditions precedent are not fulfilled on or before 31 December 2013 (or such later

date as may be agreed between the CB Subscribers and the Company in writing), the CB

Subscription Agreements shall lapse and become null and void and the parties will be released

from all obligations hereunder, save for any liability arising out of any antecedent breaches of

the CB Subscription Agreements.

As at the date of this announcement, none of the conditions precedent set out above has been

satisfied.

20

Subject to the fulfillment of the conditions precedent, completion of the CB Subscriptions

shall take place on a business day as may be specified by the Company in writing not being

less than two nor more than 15 business days next following the date of fulfillment of the

conditions precedent last in time to be fulfilled or waived by the CB Subscribers (as the case

may be).

Termination of the CB Subscription Agreements

Each of CGL Subscription Agreement, Berkeley Subscription Agreement and Wahen

Subscription Agreement shall terminate on the date when the relevant CB Subscriber issues a

written notice to the Company upon the occurrence of any of the following events (unless the

right to issue such notice upon the occurrence of such event has been waived by the relevant

CB Subscribers in writing):

(a) the appointment of one or more liquidators (provisional or otherwise), administrator or

any analogous officer for the winding up of the Company in any jurisdiction whatsoever;

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

(c) there is any breach of any of the warranties made by the Company in any material

respect which has come to the knowledge of the CB Subscriber or any event which has

occurred or any matter which has arisen on or after the date of the CB Subscription

Agreement and prior to completion which if it had occurred or arisen before the date

of the CB Subscription Agreement would have rendered any of such warranties untrue,

inaccurate or misleading in any material respect.

Upon termination of any of the CB Subscription Agreements, the obligations of the parties

shall immediately cease and neither party shall have any claims against the other party in

respect of any matter arising out of or in connection with the relevant CB Subscription

Agreement, save for any antecedent breaches.

Upon the appointment of joint provisional liquidators of the Company by the order of

the Supreme Court of Bermuda on 18 October 2013 (Bermuda time), the CB Subscribers

become entitled to terminate the CB Subscription Agreements by notice in writing issued

to the Company. As at the date of this announcement, the Company has not received

such notice from any of the CB Subscribers. If any of the CB Subscribers exercises its

right to terminate the relevant CB Subscription Agreement pursuant to its terms, the CB

Subscription contemplated under such agreement will not proceed.

21

Summary of principal terms of the Investors Convertible Bonds to be issued under the

CB Subscription Agreements

Save for the principal amount of the Investors Convertible Bonds, other terms and conditions

of the Investors Convertible Bonds to be issued under the CB Subscriptions are to be the same

as the Convertible Bonds to be issued under the Open Offer. Details of the proposed terms

of the Convertible Bonds are set out in the section headed “Proposal for the Open Offer –

Summary of the proposed principal terms of the Convertible Bonds” above.

The Investors Conversion Shares issuable upon the exercise of the conversion right under

the Investors Convertible Bonds pursuant to the CB Subscriptions are expected to be issued

and allotted pursuant to a specific mandate to be sought at a special general meeting of the

Company.

Information on the CB Subscribers

CGL Resources is an indirect wholly-owned subsidiary of FEG. FEG is a company listed on

Singapore Exchange Securities Trading Limited and a leading player in the regional offshore

marine and oil and gas sectors. The Company has been notified by GZE that a 50:50 joint

venture has been established between GZE and FEG to engage in the owning and operation

of mobile offshore drilling units. To the best of the knowledge, information and belief of

the Directors having made all reasonable enquiries, CGL Resources and FEG are, save as

disclosed in this announcement, (i) Independent Third Parties; and (ii) independent of and not

a party acting in concert (as defined in the Takeovers Code) with Fame Dragon.

New Berkeley is owned by Tan Pong Tyea and Cai Wenxing in equal proportions. Tan Pong

Tyea and Cai Wenxing are directors and shareholders of FEG. To the best of the knowledge,

information and belief of the Directors having made all reasonable enquiries, New Berkeley

and their respective ultimate beneficial owners are, save as disclosed in this announcement, (i)

Independent Third Parties; and (ii) independent of and not a party acting in concert (as defined

in the Takeovers Code) with Fame Dragon.

22

Wahen Investments is an investment holding company directly wholly-owned by Mr.

Zhao who is the Chairman and an executive director of the Company as at the date of this

announcement. Accordingly, Wahen Investments is a connected person of the Company. Prior

to entering into of the Wahen Subscription Agreement, Wahen Investments and Mr. Zhao have

not had any shareholding interests in the Company. Each of Wahen Investments and Mr. Zhao

is independent of and not a party acting in concert (as defined in the Takeovers Code) with

Fame Dragon.

Effect of the CB Subscriptions on the shareholding structure of the Company

The completion of the CB Subscriptions is conditional upon, among other things, the

Creditors’ Scheme having received the necessary approvals and consents. It is therefore

uncertain as to whether and when the CB Subscriptions will proceed. In addition, given that

the terms of the Revised Debt Restructuring Proposal are still being discussed with creditors

and other relevant parties and therefore subject to change, it is uncertain at this stage as to

whether new Shares or other securities will be issued by the Company pursuant to the final

debt restructuring proposal and, hence, the Company is not in a position to give an indication

as to the shareholding structure of the Company upon completion of the CB Subscriptions.

REASONS FOR THE CB SUBSCRIPTIONS

The CB Subscriptions, if they proceed, will provide funding for the Company’s debt

restructuring and the Group’s operations. In addition, leveraging on the leading position of

FEG in the offshore marine industry, the Company will further explore the possibilities of

long term strategic partnerships with FEG and/or New Berkeley in the related areas. The

Wahen Subscription Agreement demonstrates management support for the Company.

Having considered the above, the Board considered that it was in the interests of the Company

and its Shareholders as a whole to enter into the CB Subscription Agreements.

PREVIOUS FUND RAISING EXERCISE OF THE COMPANY

The Company did not raise any other funds by issue of equity securities during the 12 months

immediately preceding the date of this announcement.

23

LISTING RULES IMPLICATIONS

The Underwriter, by virtue of its holding of voting rights to a total of 3,556,353,661

Shares (representing approximately 45.5% of the total Shares in issue as at the date of this

announcement), is the controlling shareholder of the Company and, hence, a connected person

of the Company. Accordingly, the underwriting of the Open Offer by the Underwriter pursuant

to the Underwriting Agreement constitutes a connected transaction of the Company but is,

pursuant to Rule 14A.31(3)(c) of the Listing Rules, exempt from the reporting, announcement

and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Wahen Investments, being wholly-owned by Mr. Zhao, the Chairman and an executive director

of the Company, is a connected person of the Company and, thus, the Wahen Subscription

contemplated under the Wahen Subscription Agreement constitutes a connected transaction of

the Company.

CONTINUED SUSPENSION IN TRADING

Trading in the Shares was suspended with effect from 9:00 a.m. on 19 June 2012 and will

remain suspended until further notice.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have

the following meanings:

“Application Form” the application form to be used by the Qualifying

Shareholders to apply for the Convertible Bonds

“Berkeley and CGL Subscriptions

Announcement”

the announcement of the Company dated 11

April 2013 in relation to, among other things, the

Berkeley Subscription and the CGL Subscription

“Berkeley Subscription” the subscription by New Berkeley of new

convertible bonds to be issued by the Company in

the principal amount of HK$80 million pursuant

to the Berkeley Subscription Agreement

24

“Berkeley Subscription Agreement” the subscription agreement dated 9 April 2013

entered into by the Company and New Berkeley

“Bermuda Proceedings” the liquidation proceeding commenced pursuant

to the winding up petition issued on 9 July 2012

by SPHL against the Company in Bermuda

“Board” the board of Directors

“Bondholder(s)” the holders of the Convertible Bonds

“CB Announcements” t h e B e r k e l e y a n d C G L S u b s c r i p t i o n s

Announcement and the Wahen Subscription

Announcement

“CB Subscribers” and

each a “CB Subscriber”

New Berke ley, CGL Resource o r Wahen

Investment (as the case may be)

“CB Subscriptions” col lec t ive ly, CGL Subscr ip t ion , Berkeley

Subscription and Wahen Subscription

“CB Subscription Agreements” B e r ke l ey S u b s c r i p t i o n A g r e e m e n t , C G L

Subscription Agreement and Wahen Subscription

Agreement

“CGL Resources” CGL Resources Ltd., an indirect wholly-owned

subsidiary of FEG

“CGL Subscription” the subscription by CGL Resources of new

convertible bonds to be issued by the Company in

the principal amount of HK$50 million pursuant

to the CGL Subscription Agreement

“CGL Subscription Agreement” the subscription agreement dated 9 April 2013

entered into by the Company and CGL Resources

25

“Company” Titan Petrochemicals Group Limited, a company

incorporated in Bermuda with limited liability

whose shares are listed on the Main Board of the

Stock Exchange (Stock Code: 1192)

“connected person(s)” has the meaning ascribed to it under the Listing

Rules

“Convertible Bond(s)” the convertible bond(s) to be issued by the

Company under the Open Offer

“Conversion Price” the price at which each Conversion Share will be

issued upon conversion, the initial Conversion

Price being HK$0.10

“Conversion Right” the right of any holder of the Convertible Bonds

to convert the Convertible Bonds held by it into

Conversion Shares

“Conversion Shares” the new Shares to be issued upon the exercise

of the Conversion Right under the Convertible

Bonds

“Creditors’ Scheme” a creditors’ scheme of arrangement of the

Company in respect of the Company’s debts

“Directors” the directors of the Company

“EAF” the excess application forms to apply for

additional Convertible Bonds proposed to be

issued to the Qualifying Shareholders

26

“Existing Notes” collectively (i) the guaranteed senior payment-

in-kind notes due 2015 issued by the Company

of which US$12,715,722 remains outstanding;

(ii) the 8.5% fixed rate senior notes due 2012

issued by the Company of which US$105,870,000

remains outstanding; and (iii) Listco Convertible

Notes

“FEG” Falcon Energy Group Limited, a company listed

on Singapore Exchange Securities Trading

Limited

“Grand China Logistics” 大新華物流控股（集團）有限公司 (Grand China

Logistics Holding (Group) Company Limited*),

a company incorporated under the laws of PRC

with limited liability

“Group” the Company and its subsidiaries

“GZE” Guangdong Zhenrong Energy Co. , Ltd , a

company incorporated in the PRC and the

controlling Shareholder

“HK$” Hong Kong dollars, the lawful currency of Hong

Kong

“Hong Kong” the Hong Kong Special Administrative Region of

the PRC

“Independent Third Party(ies)” third party(ies) independent of the Company and

its connected persons

“Investors Conversion Shares” the new Shares to be issued upon the exercise

of the conversion right under the Investors

Convertible Bonds

27

“Investors Convertible Bonds” the convertible bond(s) to be issued by the

Company under the CB Subscriptions

“Last Trading Day” 18 June 2012, being the last trading day of the

Share

“Listing Rules” the Rules Governing the Listing of Securities on

the Stock Exchange

“Listco Convertible Notes” the guaranteed senior convertible notes due 2015

issued by the Company of which US$47,960,000

remains outstanding

“Listco Preferred Shares” the 555,000,000 convertible redeemable preferred

shares of HK$0.01 each issued by the Company

“Mr. Zhao” Mr. Zhao Xu Guang, who is the Chairman and an

executive director of the Company

“Maturity Date” the day before the 5th anniversary of the issue

date of the Convertible Bonds or, if that is not a

business day, the first business day thereafter

“New Berkeley” New Berkeley Corporation, owned by Tan Pong

Tyea and Cai Wenxing in equal proportions (Tan

Pong Tyea and Cai Wenxing are directors and

shareholders of FEG)

28

“Non-Qualifying Shareholders” Shareholders whose names appear on the register

of members of the Company on the Record Date

and whose addresses as shown on such register

are outside Hong Kong where the Directors,

based on the legal opinion to be provided by legal

advisers, consider it necessary or expedient not to

offer the Convertible Bonds to such shareholders

on account either of legal restrictions under the

laws of the relevant place or requirements of the

relevant regulatory body or stock exchange in that

place

“Open Offer” the proposed open offer of Convertible Bonds

in the principal amount of HK$0.05 for every

one existing Share held by the Qualifying

Shareholders on the Record Date, and on the

terms and subject to the conditions to be set out

in the Prospectus Documents

“Open Offer Announcement” the announcement of the Company dated 15

March 2013 in relation to, among other things,

the Open Offer

“Posting Day” such date as the Underwriter may agree in writing

with the Company, as the date of despatch of the

Prospectus Documents

“PRC” the People’s Republic of China which for the

purpose of this announcement, shall exclude

Hong Kong, the Macau Special Administrative

Region of the PRC and Taiwan

“Prospectus” the prospectus to be issued to the Shareholders

containing details of the Open Offer

“Prospectus Documents” the Prospectus, the Application Form and the

EAF

29

“Qualifying Shareholders” Shareholders, other than the Non-Qualifying

Shareholders, whose names appear on the register

of members of the Company at the close of

business on the Record Date

“Record Date” such date as the Underwriter may agree in writing

with the Company as the date by reference to

which entitlements to the Open Offer are to be

determined

“Revised Debt Restructuring

Proposal”

the revised debt restructuring proposal proposed

to be put forward by the Company to the Group’s

creditors and other relevant parties for further

discussion, the key indicative terms of which

are set out in the section headed “Revised Debt

Restructuring Proposal” in this announcement

“RMB” Renminbi, the lawful currency of the PRC

“Sale and Purchase Agreement” the sale and purchase agreement dated 11

December 2010 between Titan TQSL, Titan

Fujian, Grand China Logistics and the Company

for the sale and purchase of 95% equity interest

in Titan Quanzhou Shipyard, as amended by the

subsequent supplemental agreements

“Scheme Claims” all indebtedness arising out of the Existing Notes

(including principal and accrued interest) and

the Unsecured Claims, which are proposed to be

recognized under the Creditors’ Scheme in the

Revised Debt Restructuring Proposal

“Settlement Date” the second Business Day following the final

application date (or such other date as the

Underwriter and the Company may agree in

writing) for the Open Offer

30

“SFC” the Securities and Futures Commission of Hong

Kong

“SFO” Securities and Futures Ordinance (Chapter 571 of

the Laws of Hong Kong)

“Share(s)” ordinary share(s) of HK$0.01 each in the capital

of the Company

“Shareholder(s)” holder(s) of Share(s) in issue

“Share Options” the share options granted under share option

scheme adopted by the Company dated 31 May

2002 (as amended on 24 June 2010)

“Shipyard Settlement” the proposed termination of the Sale and Purchase

Agreement and application of the amount of

RMB740 million, being part payment of the

purchase price under the Sale and Purchase

Agreement, towards a subscription by GZE of

new Shares to settle the outstanding litigation

proceedings being conducted in the PRC in

relation to the Sale and Purchase Agreement

“SPHL” Sa tu rn Pe t rochemica l Ho ld ings L imi ted ,

the reg is te red holder of the 555,000,000

Listco Preferred Shares as at the date of this

announcement and so far as the Company is

aware, SPHL does not hold any other relevant

securities in the Company other than the Listco

Preferred Shares

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Takeovers Code” the Hong Kong Code on Takeovers and Mergers

31

“Titan Fujian” 泰山石化（福建）有限公司 (Titan Petrochemicals

(Fujian) Ltd*), a direct wholly-owned subsidiary

of the Company (being one of the two vendors

under the Sale and Purchase Agreement)

“Titan Quanzhou Shipyard” 泉州船舶工業有限公司 (Ti t an Quanzhou

Shipyard Co., Ltd*), an indirect wholly-owned

subsidiary of the Company

“Titan TQSL” Titan TQSL Holding Company Ltd（泰山泉州船廠控股有限公司）, an indirect wholly-owned

subsidiary of the Company (being one of the two

vendors under the Sale and Purchase Agreement)

“Trading Day(s)” a day or days on which trading of the Shares is

conducted on the Stock Exchange in accordance

with the rules and regulations of the Stock

Exchange promulgated from time to time

“Underwriter” or “Fame Dragon” Fame Dragon International Investment Limited, a

company incorporated in Hong Kong with limited

liability which Fame Dragon has confirmed is

ultimately beneficially owned by GZE through

shares of Fame Dragon being held on trust for

GZE by Mr. Fan Qinghua (a Director), Mr.

Tang Chao Zhang (a Director) and Mr. Lu Hai

as to 40%, 30% and 30% respectively, and the

controlling Shareholder

“Underwriting Agreement” the underwriting agreement dated 12 March

2013 entered into between the Company and the

Underwriter in relation to the underwriting and

the relevant arrangements in respect of the Open

Offer

32

“Unsecured Claims” all liabilities arising out of the guaranteed

notes issued by Titan Shipyard Holdings Ltd.,

recognized trade payables owed by the Company

and recognized claims arising from amounts owed

by subsidiaries within the Group which have been

guaranteed by the Company

“US$” United States dollars, the lawful currency of the

United Stated of America

“Wahen Investments” Wahen Investments Limited, an investment

holding company directly wholly-owned by Mr.

Zhao

“Wahen Subscription” the subscription by Wahen Investments of new

convertible bonds to be issued by the Company in

the principal amount of HK$180 million pursuant

to the Wahen Subscription Agreement

“Wahen Subscription Agreement” the subscription agreement dated 29 April

2013 entered into by the Company and Wahen

Investments

“Wahen Subscription

Announcement”

the announcement of the Company dated 29

April 2013 in relation to, among other things, the

Wahen Subscription

“%” per cent.

* for identification purpose only

By Order of the Board

Titan Petrochemicals Group Limited

TANG Chao Zhang

Executive Director

Hong Kong, 25 November 2013

33

As at the date of this announcement, the executive Directors are Mr. Zhao Xu Guang

(Chairman), Mr. Tang Chao Zhang, Mr. Patrick Wong Siu Hung and Mr. Fu Yong Yuan; the

non-executive Directors are Mr. Fan Qinghua and Mr. Hu Zhong Shan; and the independent

non-executive Directors are Mr. John William Crawford, JP and Mr. Abraham Shek Lai Him,

GBS JP.

The Directors jointly and severally accept full responsibility for the accuracy of the

information contained in this announcement and confirm, having made all reasonable

enquiries, that to the best of their knowledge, opinions expressed in this announcement have

been arrived at after due and careful consideration and there are no other facts not contained

in this announcement the omission of which would make any statement in this announcement

misleading.

# The joint provisional liquidators were appointed by the Supreme Court of Bermuda on 18 October 2013

(Bermuda time). Save as specifically set out in the court order, the joint provisional liquidators will have

no general or additional powers or duties with respect to the property or records of the Company, and the

Board shall continue to manage the Company’s affairs in all respects and exercise the powers conferred

upon it by the Company’s Memorandum of Association and Bye-laws. Details of the powers of the joint

provisional liquidators are set out in the announcement of the Company dated 22 October 2013.