titan petrochemicals group · pdf file“close associate(s)” has the same meaning...

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult

your licensed securities dealer, bank manager, solicitor, professional accountant or other professional

adviser.

If you have sold or transferred all your shares in Titan Petrochemicals Group Limited, you should at

once hand this circular, together with the enclosed form of proxy, to purchaser or the transferee or the

bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the

purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no

responsibility for the contents of this circular, makes 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 circular.

Titan Petrochemicals Group Limited(Stock Code: 1192)

(Incorporated in Bermuda with limited liability)

PROPOSED GRANT OFGENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES,RE-ELECTION OF DIRECTORS

ANDNOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Titan Petrochemicals Group Limited to be held at

4902, 49/F., Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Thursday, 25 August 2016

at 11:00 a.m. is set out on pages 16 to 20 of this circular.

Whether or not you are able to attend the Annual General Meeting, please complete and return the

enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch

share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road

East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed

for holding the Annual General Meeting or any adjourned meeting (as the case may be). Completion

and return of the form of proxy will not preclude you from attending and voting in person at the Annual

General Meeting or any adjourned meeting (as the case may be) should you so wish.

27 July 2016

CONTENTS

i

Page

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

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Appendix I – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Appendix II – Biographical Details of Directors Offering for Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

DEFINITIONS

1

In this circular, the following expressions shall have the following meanings unless the

context otherwise requires:

“AGM” the annual general meeting of the Company to be held

at 4902, 49/F., Sun Hung Kai Centre, 30 Harbour Road,

Wanchai, Hong Kong (or any adjournment thereof) on

Thursday, 25 August 2016 at 11:00 a.m., the notice of which

is set out on pages 16 to 20 of this circular

“AGM Notice” the notice convening the AGM which is set out on pages 16

to 20 of this circular

“Associates” has the meanings ascribed to it under the Listing Rules

“Board” the board of directors of the Company

“Bye-laws” the bye-laws of the Company

“close associate(s)” has the same meaning as defined in the Listing Rules

“Company” Ti tan Pe t rochemica l s Group L imi ted , a company

incorporated in Bermuda and the Shares of which are listed

on the Stock Exchange

“core connected person(s)” has the same meaning as defined in the Listing Rules

“Director(s)” the director(s) of the Company

“Extension Mandate” a general and unconditional mandate proposed to be granted

to the Directors to the effect that the aggregate nominal

value of the Shares which may be allotted and issued under

the Issue Mandate may be extended by an addition of an

amount representing the aggregate nominal value of Shares

repurchased under the Repurchase Mandate set out as

resolution no. 7 in the AGM Notice

“Group” the Company and its subsidiaries

“HK$” the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the

People’s Republic of China

DEFINITIONS

2

“Issue Mandate” a general and unconditional mandate proposed to be granted

to the Directors to exercise the power of the Company to

allot, issue and deal with unissued Shares with an aggregate

nominal value not exceeding 20% of the aggregate nominal

value of the share capital of the Company in issue as at the

date of passing of the relevant resolution at the AGM set out

as resolution no. 5 in the AGM Notice

“Latest Practicable Date” 21 July 2016, being the latest practicable date prior to the

printing of this circular for ascertaining certain information

for inclusion in this circular

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

Exchange

“Repurchase Mandate” a general and unconditional mandate proposed to be granted

to the Directors to exercise the power of the Company to

repurchase Shares with an aggregate nominal value not

exceeding 10% of the aggregate nominal value of the share

capital of the Company in issue as at the date of passing of

the relevant resolution at the AGM set out as resolution no.

6 in the AGM Notice

“SFC” the Securities and Futures Commission of Hong Kong

“SFO” the Securities and Futures Ordinance, Chapter 571 of the

laws of Hong Kong

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

Company

“Shareholder(s)” the holder(s) of the Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Takeovers Code” The Codes on Takeovers and Mergers and Share Buy-backs

“%” per cent

LETTER FROM THE BOARD

3



Executive Directors:

Mr. Tang Chao Zhang (Chief Executive)

Dr. Zhang Weibing

Dr. Liu Liming

Non-executive Director:

Mr. Fan Qinghua (Chairman)

Independent Non-executive Directors:

Mr. Lau Fai Lawrence

Ms. Xiang Siying

Mr. Hu Hongwei

Registered office:

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Principal place of business in

Hong Kong:

4902, 49/F.,

Sun Hung Kai Centre

30 Harbour Road

Wanchai, Hong Kong

27 July 2016

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANT OFGENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES,RE-ELECTION OF DIRECTORS

ANDNOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to: (i) provide you with details of the proposed grant of the

Issue Mandate, the Repurchase Mandate and the Extension Mandate; (ii) set out an explanatory

statement regarding the Repurchase Mandate; (iii) provide you with details of the re-election of

Directors; and (iv) seek your approval of the resolutions to, among other things, these matters at

the AGM.


4

ISSUE MANDATE

Ordinary resolution will be proposed at the AGM to grant to the Directors a general

and unconditional mandate to exercise the power of the Company to allot, issue and deal with

unissued Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal

value of the issued share capital of the Company as at the date of passing of the relevant

resolution at the AGM. As at the Latest Practicable Date, a total of 30,627,287,770 Shares were

in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the

Directors and on the basis that no Shares will be issued or repurchased by the Company prior

to the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of

6,125,457,554 new Shares.

REPURCHASE MANDATE

Ordinary resolution will be proposed at the AGM to grant to the Directors a general and

unconditional mandate to exercise the power of the Company to repurchase the Shares, on the

Stock Exchange or on any stock exchange on which the Shares may be listed and which is

recognised by SFC and the Stock Exchange, with an aggregate nominal value not exceeding

10% of the aggregate nominal value of the issued share capital of the Company as at the date

of passing of the relevant resolution at the AGM. As at the Latest Practicable Date, a total

of 30,627,287,770 Shares were in issue. Subject to the passing of the proposed resolution

granting the Repurchase Mandate to the Directors and on the basis that no Shares will be issued

or repurchased by the Company prior to the AGM, the Company will be allowed under the

Repurchase Mandate to repurchase a maximum of 3,062,728,777 Shares.

Under the Listing Rules, the Company is required to give to the Shareholders all

information which is reasonably necessary to enable the Shareholders to make an informed

decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate

at the AGM. An explanatory statement in relation to the Repurchase Mandate is set out in

Appendix I to this circular.

EXTENSION MANDATE

In addition, a separate ordinary resolution will be proposed at the AGM to extend the Issue

Mandate by adding to it the aggregate number of Shares repurchased by the Company pursuant

to the Repurchase Mandate (if granted to the Directors at the AGM).

The Issue Mandate and the Repurchase Mandate would expire at the earliest of: (a)

the conclusion of the next annual general meeting of the Company; or (b) the expiration of

the period within which the next annual general meeting of the Company is required by the

Bye-laws or the applicable laws of the Bermuda to be held; or (c) the revocation or variation of

the authority given under the relevant mandate by an ordinary resolution of the Shareholders in a

general meeting.


5

RE-ELECTION OF DIRECTORS

In accordance with the Bye-law 87(1) of the Company’s bye-laws, at each annual general

meeting of the Company, one-third of the Director shall be subject to retirement at an annual

general meeting at least once every three years. Mr. Lau Fai Lawrence will retire as Director at

the AGM and be eligible to offer himself for re-election at the AGM. The non-executive director

(including independent non-executive directors) are appointed for periods of two years and are

subject to retirement by rotation and re-election in accordance with the Company’s bye-laws. In

accordance with Bye-laws 86(2), Dr. Zhang Weibing, Dr. Liu Liming, Ms. Xiang Siying and Mr.

Hu Hongwei, being appointed, after the holding of the last preceding annual general meeting of

the Company, by the Board to fill casual vacancies on the Board, shall hold office only until the

Annual General Meeting, and be eligible for re-election at the AGM.

Biographical details of the Directors who are proposed to be re-elected at the AGM are set

out in the Appendix II to this circular.

ANNUAL GENERAL MEETING AND PROXY ARRANGEMENTS

The AGM Notice convening the AGM to be held at 4902, 49/F., Sun Hung Kai Centre,

30 Harbour Road, Wanchai, Hong Kong on Thursday, 25 August 2016 at 11:00 a.m. is set out

on pages 16 to 20 of this circular for the purpose of considering and, if thought fit, passing the

resolutions set out therein.

A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the

AGM, please complete and return the enclosed form of proxy in accordance with the instructions

printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at

Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any

event not less than 48 hours before the time appointed for holding the AGM or any adjourned

meeting (as the case may be). Completion and return of the form of proxy will not preclude you

from attending and voting at the AGM or any adjourned meeting (as the case may be) should you

so wish.

VOTING BY POLL

Pursuant to the Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general

meeting must be taken by poll except where the chairman, in good faith, decides to allow a

resolution which relates purely to a procedural or administrative matter to be voted on by a show

of hands. Accordingly, all resolutions set out in the notice of the Annual General Meeting will be

taken by way of poll. The chairman would explain the detailed procedures for conducting a poll

at the commencement of the Annual General Meeting.


6

On a poll, every Shareholder present in person (or, in the case of a Shareholder being

a corporation by its duly authorised representative) or by proxy shall have one vote for every

fully paid Share held. A Shareholder present in person (or, in the case of a Shareholder being a

corporation by its duly authorized representative) or by proxy who is entitled to more than one

vote needs not use all his votes or cast all his votes in the same way.

After the conclusion of the Annual General Meeting, the poll results will be published

on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and of the

Company (www.petrotitan.com).

CLOSURE OF TRANSFER BOOKS AND REGISTER OF MEMBERS

The transfer books and register of members of the Company will be closed from

Tuesday, 23 August 2016 to Thursday, 25 August 2016 (both dates inclusive), during

which period no transfer of Shares will be effected. In order to qualify for the right

to attend and vote at the AGM, all transfers of Shares accompanied by the relevant

Share certificates must be lodged with the Company’s branch share registrar and

transfer office in Hong Kong, Tricor Tengis Limited, located at Level 22, Hopewell

Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on

22 August 2016 (Monday).

RECOMMENDATION

The Directors consider that the resolutions set out in the AGM Notice, including the

proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate, the

re-election of the auditors are the re-election of Directors are in the interests of the Company and

the Shareholders as a whole.

Accordingly, the Directors recommend the Shareholders to vote in favour of all the

resolutions to be proposed at the AGM as set out in the AGM Notice.

Your attention is also drawn to the additional information set out in Appendix I and

Appendix II to this circular.


7

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full

responsibility, includes particulars given in compliance with the Listing Rules for the purpose

of giving information with regard to the Company. The Directors, having made all reasonable

enquiries, confirm that to the best of their knowledge and belief the information contained in

this circular is accurate and complete in all material respects and not misleading or deceptive,

and there are no other matters the omission of which would make any statement herein or this

circular misleading.

Yours faithfully,

By order of the Board

Titan Petrochemicals Group LimitedZhang Weibing

Executive Director

APPENDIX I EXPLANATORY STATEMENT

8

This Appendix I serves as an explanatory statement, as required by the Listing Rules, to

provide requisite information as to the Repurchase Mandate.

1. LISTING RULES RELATING TO REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to

repurchase their shares on the Stock Exchange or on another stock exchange recognised for

this purpose by the SFC and the Stock Exchange subject to certain restrictions. Among such

restrictions, the Listing Rules provide that the shares of such company must be fully paid up and

its shareholders have given a specific approval or general mandate to its directors to make the

purchase, by way of an ordinary resolution and which has been passed at a general meeting.

2. FUNDING OF REPURCHASE AND IMPACT ON THE WORKING CAPITAL OR GEARING POSITION

In repurchasing the Shares, the Company may only apply funds legally available for such

purpose in accordance with the memorandum of association and Bye-laws of the Company,

Listing Rules, the Company Act, and the applicable laws of Bermuda.

As compared with the financial position of the Company as disclosed in its most recent

published audited consolidated financial statements as at 31 December 2015, the Directors

consider that there would not be a material adverse impact on the working capital and the

gearing position of the Company in the event the Repurchase Mandate was to be carried out in

full during the proposed repurchase period.

The Directors do not propose to exercise the Repurchase Mandate to such extent as would,

in the circumstances, have a material adverse impact on the working capital or the gearing

position of the Company which in the opinion of the Directors are from time to time appropriate

for the Company.

3. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 30,627,287,770 Shares in issue.

Subject to the passing of the relevant ordinary resolution granting the Repurchase Mandate

and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company

will be allowed under the Repurchase Mandate to repurchase a maximum of 3,062,728,777

Shares, representing 10% of the entire issued share capital of the Company as at the date of

passing of the resolution until the earliest of:

(i) the conclusion of the next annual general meeting of the Company; or


9

(ii) the expiration of the period within which the next annual general meeting of the

Company is required by the Bye-laws or the applicable laws of the Bermuda to be

held; or

(iii) the revocation or variation of the authority given under the Repurchase Mandate by

an ordinary resolution of the Shareholders in a general meeting.

4. REASONS FOR REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders

as a whole to have a general authority from the Shareholders to enable the Company to

repurchase the Shares on the Stock Exchange or on any other stock exchanges on which the

Shares may be listed and which is recognised by the SFC and the Stock Exchange. Such

repurchases may, depending on market conditions and funding arrangements at the time, lead

to an enhancement of the net asset value per Share and/or its earnings per Share and will only

be made when the Directors believe that such repurchases will benefit the Company and the

Shareholders as a whole.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate

in accordance with the Listing Rules, the applicable laws of Bermuda and the Bye-laws.

6. TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting

rights of the Company increases, such increase will be treated as an acquisition for the purpose

of the Takeovers Code. As a result, a shareholder or a group of shareholders acting in concert,

depending on the level of increase of the shareholder’s interest, could obtain or consolidate

control of the Company and become obliged to make a mandatory offer in accordance with Rule

26 of the Takeovers Code.

As at the Latest Practicable Date, Fame Dragon International Investment Limited and

parties acting in concert with it held the voting rights of approximately 66.5% of the issued

share capital of the Company. In the event that the Directors should exercise in full the power

to repurchase Shares which is proposed to be granted pursuant to the resolution, the interests

of Fame Dragon International Investment Limited together with parties acting in concert with

it would increase to approximately 73.89% of the issued share capital of the Company and

such increase may give rise to an obligation to make a mandatory offer under Rule 26 of the

Takeovers Code.

The Directors have no intention to exercise the Repurchase Mandate to such an extent as

would result in takeover obligations or the Company’s public float falling below the prescribed

minimum percentage of 25%.


10

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to their best of the knowledge and belief, having made all

reasonable enquiries, any of their respective close associates has any present intention, in the

event that the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the

Company.

No core connected persons has notified the Company that he/she/it has a present intention

to sell any Shares to the Company nor has any such core connected persons undertaken not

to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase

Mandate is granted.

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company in the six months preceding the

Latest Practicable Date.

9. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange

during each of the previous twelve months prior to the Latest Practicable Date were as follows:

SharesHighest Lowest

HK$ HK$

2015July (Shares suspended) N/A N/A

August (Shares suspended) N/A N/A

September (Shares suspended) N/A N/A

October (Shares suspended) N/A N/A

November (Shares suspended) N/A N/A

December (Shares suspended) N/A N/A

2016January (Shares suspended) N/A N/A

February (Shares suspended) N/A N/A

March (Shares suspended) N/A N/A

April (Shares suspended) N/A N/A

May (Shares suspended) N/A N/A

June (Shares suspended) N/A N/A

July (Up to the Last Practicable Date) 0.154 0.071

APPENDIX II BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION

11

The biographical details of the Director who are proposed to be re-elected at the Annual

General Meeting are set out as follows:

Dr. Zhang Weibing

Dr. Zhang, aged 49, an executive Director and the chairman of the remuneration committee

of the Company. He holds a bachelor degree in international economics and a master degree in

international finance from University of Beijing and a doctoral degree in international finance

from University of Sichuan. Dr. Zhang has through his close associate provided consultancy

services to GZE, the controlling shareholder of the Company. Dr. Zhang has 24 years of

experience in financial securities industry and was the responsible person of Securities Business

of China Agriculture Development Trust and Investment Corporation（中國農村發展信託投資公司）, the general manager of China Life Insurance Trust East China (Group) Company（中國人保信託華東（集團）公司）, the deputy 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 Company Limited（上海金匯信息系統有限公司）, the director of Shanghai Lingyun

Industries Development Co. Ltd.（上海淩雲實業發展股份有限公司）(which was approved to

issue 境內上市外資股（B股）and listed on the Shanghai Stock Exchange), the executive director

of West Australia Resources Pty. Co, the chairman of the board of directors of Haton Polymer

& Fibre Corp. Dr. Zhang has extensive experience in corporate governance, initial public offers,

merger and acquisitions and equity and debt securities investment. He joined the Group in 2015

and is also a director of certain subsidiaries of the Company.

Dr. Zhang has entered into a service contract with the Company for a term of 3 years since

23 July 2016. He is subject to retirement by rotation and re-election at annual general meetings

in accordance with the Company’s Bye-laws. Dr. Zhang is entitled to receive an annual salary

of HK$3,024,000, which was determined by the Remuneration Committee and approved by the

Board with reference to his duties, plus a discretionary bonus that is subject to the Company’s

performance and his individual contribution.

Dr. Zhang does not have any interests in Shares, underlying Shares and debentures of the

Company or any of its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, (i) Dr. Zhang has not held any other directorships in any public

companies the securities of which are listed on any securities market in Hong Kong or overseas

in the past three years; (ii) Dr. Zhang has not held any other positions in the Group; and (iii)

Dr. Zhang does not have any relationship with any Directors, senior management, substantial

Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company.

Save as disclosed above, there are no other matters that need to be brought to the attention

of the shareholders and there is no information that needs to be disclosed pursuant to Rule

13.51(2) of the Listing Rules in connection with the re-election.


12

Dr. Liu Liming

Dr. Liu Liming (“Dr. Liu”), aged 66, graduated from Tianjin University with bachelor degree

majoring in marine engineering and manufacturing. He then obtained master degree in business

administration from Capital University of Economics and Business and a doctor’s degree in structural

engineering. He is a senior engineer enjoying government special subsidy from China’s State Council.

Dr. Liu has over 50 years experience in offshore oil exploration and development, including the design,

manufacturing and installing of offshore oil drilling rigs, and the design, design review, supervision and

management of offshore oilfield development project.

From 1997 to 1999, he worked as general manager of China Offshore Oil Development &

Engineering Corporation（中海石油工程設計公司）. He is an independent director of BOMESC

Offshore Engineering Company Limited since December 2012. From 1999 to 2003, he was the

deputy director of CNOOC Research Center; From 2003 to 2005, he was the deputy general

manager of Offshore Oil Engineering Co., Ltd. and CNOOC Oil Base Group Company; From

2005 to 2008, he was the deputy executive general manager and generalmanager of CNOOC Gas

& Power Limited; From 2008 to 2011, he was the deputy chief engineer of CNOOC, general

manager of CNOOC Haixiningde Industrial Development Zone Co., Ltd. and director of the

Administrative Committee of Haixiningde Industrial Development Zone in Fujian Province.

From 2011 to 2013, he was the senior advisor of Beijing Gaotai Deep-sea Technology Co.,

Ltd.. Dr. Liu is currently a member of the expert group of “863” Project in China’s Ministry of

Science and Technology and the evaluation expert of the State Science and Technology Award.

Pursuant to a letter of appointment entered into with the Company, Dr. Liu has been

appointed for a term of three years and is subject to retirement by rotation and re-election at

annual general meetings in accordance with the Company’s Bye-laws. He is entitled to receive

an annual director’s fee of HK$380,000 as an executive Director, which was determined by the

Board with reference to his responsibilities and the market rate plus a discretionary bonus that

is subject to the Company’s performance and his individual contribution. The Company may

also pay additional fees to Dr. Liu based on his time, efforts and expertise to be exercised on

Company affairs as determined by the Board.

Dr. Liu does not have any interests in Shares, underlying Shares and debentures of the


Save as disclosed above, (i) Dr. Liu has not held any other directorships in any public


in the past three years; (ii) Dr. Liu has not held any other positions in the Group; and (iii) Dr. Liu

does not have any relationship with any Directors, senior management, substantial Shareholders

or controlling Shareholders (as defined in the Listing Rules) of the Company.





13

Mr. Lau Fai Lawrence

Mr. Lau, aged 44, was appointed as an Independent Non-executive Director in March

2014 and subsequently appointed as the chairman of the audit committee, a member each of the

nomination committee and the remuneration committee of the Company. Mr. Lau resigned as a

member of the remuneration committee of the Company on 24 March 2016. Mr. Lau is currently

a practising certified public accountant in Hong Kong and a fellow member of the Association

of Chartered Certified Accountants in the UK. Mr. Lau graduated from The University of Hong

Kong with a bachelor’s degree in business administration in 1994 and obtained a master’s degree

in corporate finance from Hong Kong Polytechnic University in 2007. Mr. Lau is the company

secretary of BBMG Corporation, a company listed on the main board of The Stock Exchange of

Hong Kong Limited (the “Stock Exchange”). Mr. Lau is an executive director of Central Wealth

Financial Group Limited (previously known as China For You Group Limited), an independent

non-executive director of Artini China Co. Ltd., and Topsearch International (Holdings) Limited

all are listed on the main board of the Stock Exchange.

Save as disclosed above, Mr. Lau has not held any other directorships in any listed public

companies in the last three years or any other positions in the Company or other members of the

Group.

Pursuant to a letter of contract entered into with the Company, Mr. Lau has been appointed

for a term of 2 years and is subject to retirement by rotation and re-election at annual general

meetings in accordance with the Company’s Bye-laws. He is entitled to receive an annual

director’s fee of HK$200,000 as an independent non-executive director, which was determined

by the Board with reference to his responsibilities and the market rate plus a discretionary bonus

that is subject to the Company’s performance and his individual contribution. The Company may

also pay additional fees to Mr. Lau based on his time, efforts and expertise to be exercised on

Company affairs as determined by the Board. The Company will pay an additional annual fee of

HK$20,000 each (total HK$40,000) for his services as the chairman of the audit committee and

member of the nomination committee of the Company.

Mr. Lau does not have any interests in Shares, underlying Shares and debentures of the


Save as disclosed above, (i) Mr. Lau has not held any other directorships in any public


in the past three years; (ii) Mr. Lau has not held any other positions in the Group; and (iii)

Mr. Lau does not have any relationship with any Directors, senior management, substantial






14

Ms. Xiang Siying

Ms. Xiang, aged 53, was appointed as an Independent Non-executive Director in July

2015 and subsequently appointed as a member of each of the audit committee, the nomination

committee and the remuneration committee of the Company. She holds a Bachelor degree in

Agriculture from Beijing Agriculture University (now known as China Agriculture University),

Master degree in Economics from 財政部財政科研研究所 and MBA degree from the London

Business School. She has extensive experience in all sectors of corporate finance, restructuring

and merger and acquisitions practice. She is an independent non-executive director of China

Ocean Shipbuilding Industry Group Limited, the shares of which are listed on the Stock

Exchange. Ms. Xiang currently is an executive director of CDH Investments, a leading private

equity firm in China. Prior to joining CDH, she had worked for China International Capital

Corporation Limited since returning to China in early 2004. Before that Ms. Xiang had long

career with International Finance Corporation, the private investment arm of the World Bank

Group, in Washington, United States of America.

Pursuant to a letter of appointment entered into with the Company, Ms. Xiang has

been appointed for a term of 2 years and is subject to retirement by rotation and re-election

at annual general meetings in accordance with the Company’s Bye-laws. She is entitled to

receive an annual director’s fee of HK$200,000 as an independent non-executive director,

which was determined by the Board with reference to her responsibilities and the market rate

plus a discretionary bonus that is subject to the Company’s performance and her individual

contribution. The Company may also pay additional fees to Ms. Xiang based on her time, efforts

and expertise to be exercised on Company affairs as determined by the Board. The Company will

pay an additional annual fee of HK$20,000 for her services as a member of the audit committee

of the Company.

Ms. Xiang does not have any interests in Shares, underlying Shares and debentures of the


Save as disclosed above, (i) Ms. Xiang has not held any other directorships in any public


in the past three years; (ii) Ms. Xiang has not held any other positions in the Group; and (iii)

Ms. Xiang does not have any relationship with any Directors, senior management, substantial






15

Mr. Hu Hongwei

Mr. Hu, aged 36, was appointed as an Independent Non-executive Director in November

2015 and a member of the remuneration committee in March 2016. He holds a Bachelor of Laws

(LL.B.) and Master of Laws (LL.M.) from Fudan University. He has extensive experience in

legal aspects of cross-border investment, restructuring and mergers and acquisitions practice. Mr.

Hu is attorney-at-law admitted to practice in China. He currently is a partner of the Shanghai

office of Dentons, a leading multinational law firm. Prior to joining Dentons, he had long

career with Clifford Chance, a leading international law firm headquartered in London, United

Kingdom and HHP Attorneys-At-Law, a leading Chinese commercial law firm. Mr. Hu advised

foreign and domestic clients on legal aspects of their investment in China, including mergers and

acquisitions, regulatory compliance, intellectual property protection and dispute resolution.

Pursuant to a letter of appointment entered into with the Company, Mr. Hu has been

appointed for a term of 2 years and is subject to retirement by rotation and re-election at annual

general meetings in accordance with the Company’s bye-laws. He is entitled to receive an annual

director’s fee of HK$200,000 as an independent non-executive director, which was determined

by the Board with reference to his responsibilities and the market rate plus a discretionary bonus

that is subject to the Company’s performance and his individual contribution. The Company

may also pay additional fees to Mr. Hu based on his time, efforts and expertise to be exercised

on Company affairs as determined by the Board. The Company will pay additional annual fee of

HK$20,000 for his services as a member of the remuneration committee of the Company.

Mr. Hu does not have any interests in Shares, underlying Shares and debentures of the


Save as disclosed above, (i) Mr. Hu has not held any other directorships in any public


in the past three years; (ii) Mr. Hu has not held any other positions in the Group; and (iii) Mr. Hu

does not have any relationship with any Directors, senior management, substantial Shareholders

or controlling Shareholders (as defined in the Listing Rules) of the Company.




NOTICE OF ANNUAL GENERAL MEETING

16




NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “AGM”) of Titan

Petrochemicals Group Limited (the “Company”) will be held at 4902, 49/F., Sun Hung Kai

Centre, 30 Harbour Road, Wanchai, Hong Kong on Thursday, 25 August 2016 at 11:00 a.m., for

the following purposes:

1. to receive and consider the audited financial statements and the report of the

directors and the report of auditors for the year ended 31 December 2015.

2. (a) To re-elect Dr. Zhang Weibing as an executive director;

(b) To re-elect Dr. Liu Liming as an executive director;

(c) To re-elect Mr. Lau Fai Lawrence as an independent non-executive director;

(d) To re-elect Ms. Xiang Siying as an independent non-executive director; and

(e) To re-elect Mr. Hu Hongwei as an independent non-executive director.

3. To authorise the board of directors of the Company to fix the remuneration of the

directors of the Company.

4. To re-appoint Messrs. HLB Hodgson Impey Cheng Limited as the auditors of

the Company and to authorise the board of directors of the Company to fix their

remuneration.


17

5. “THAT:

(A) subject to paragraph (C) of this resolution below, the exercise by the directors

of the Company (the “Directors”) during the Relevant Period (as defined in

paragraph (D) below) of all the powers of the Company to allot, issue and deal

with the unissued shares in the capital of the Company and to make or grant

offers, agreements and options (including warrants, bonds and debentures

convertible into shares of the Company), which might require the exercise of

such power be and the same is hereby generally and unconditionally approved;

(B) the Directors be and are hereby authorised during the Relevant Period to

make or grant offers, agreements and options (including warrants, bonds and

debentures convertible into shares of the Company) which might or would

require the exercise of such power (including but not limited to the power

to allot, issue and deal with additional shares in the capital of the Company)

during or after the end of the Relevant Period;

(C) the aggregate nominal amount of share capital allotted and issued or agreed

conditionally or unconditionally to be allotted and issued (whether pursuant to

an option or otherwise) by the Directors pursuant to the approval in paragraphs

(A) and (B) above, otherwise than pursuant to (i) a Rights Issue (as defined

in paragraph (D) below); or (ii) the exercise of any options granted under the

share option scheme adopted by the Company or similar arrangement for the

time being adopted for the grant or issue to officers and employees of the

Company and/or its subsidiaries of shares or rights to subscribe for shares

of the Company; or (iii) any script dividend scheme or similar arrangements

providing for the allotment and issue of shares of the Company in lieu of

the whole or part of a dividend on shares in accordance with the articles of

association of the Company in force from time to time shall not exceed 20 per

cent of the aggregate nominal amount of the share capital of the Company in

issue as at the date of the passing of this resolution; and the authority of this

resolution shall be limited accordingly; and

(D) for the purposes of this resolution:

“Relevant Period” means the period from the time of the passing of this

resolution until whichever is the earliest of:


(ii) the expiration of the period within which the next annual general

meeting of the Company is required by the Bye-laws of the Company or

the applicable laws of the Bermuda to be held; or


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(iii) the revocation or variation of the authority given under this resolution by

an ordinary resolution of the shareholders of the Company in a general

meeting.

“Rights Issue” means an offer of shares, or offer or issue of warrants, options

or other securities giving rights to subscribe for shares open for a period

fixed by the Directors to holders of shares of the Company on the register of

members on a fixed record date in proportion to their then holdings of such

shares (subject to such exclusions or other arrangements as the Directors may

deem necessary or expedient in relation to fractional entitlements, or having

regard to any restrictions or obligations under the laws of, or the requirements

of, or the expense or delay which may be involved in determining the

existence or extent of any restrictions or obligations under the laws of, or

the requirements of, any jurisdiction outside Hong Kong or any recognised

regulatory body or any stock exchange outside Hong Kong).”

6. “THAT:

(A) subject to paragraph (C) of this resolution below, the exercise by the Directors

during the Relevant Period (as defined in paragraph (D) below) of all powers

of the Company to repurchase (or agree to repurchase) issued shares in the

capital of the Company on the Stock Exchange of Hong Kong Limited (the

“Stock Exchange”) or any other stock exchange on which the shares of

the Company may be listed and recognised by the Securities and Futures

Commission of Hong Kong and the Stock Exchange for such purpose, and

otherwise in accordance with the rules and regulations of the Securities and

Futures Commission of Hong Kong, the Stock Exchange and all applicable

laws in this regard, be and the same is hereby generally and unconditionally

approved;

(B) the approval in paragraph (A) of this resolution above shall be in addition to

any other authorisation given to the Directors and shall authorise the Directors

on behalf of the Company during the Relevant Period to procure the Company

to repurchase its shares at a price determined by the Directors;

(C) the aggregate nominal amount of shares of the Company which may be

repurchased or agreed to be repurchased by the Company pursuant to the

approval in paragraph (A) of this resolution above during the Relevant Period

shall not exceed 10 per cent of the aggregate nominal amount of the issued

share capital of the Company as at the date of the passing of this resolution

and the authority pursuant to paragraph (A) of this resolution shall be limited

accordingly; and


19

(D) for the purposes of this resolution: “Relevant Period” means the period from

the time of the passing of this resolution until whichever is the earliest of:


(ii) the expiration of the period within which the next annual general

meeting of the Company is required by the Bye-laws of the Company or

the applicable laws of the Bermuda to be held; or

(iii) the revocation or variation of the authority given under this resolution by

an ordinary resolution of the shareholders of the Company in a general

meeting.”

7. “THAT conditional upon the passing of ordinary resolutions numbered 5 and 6

above, the general mandate granted to the Directors pursuant to resolution numbered

5, as set out above of which this resolution forms part, be and is hereby extended

by the addition capital of the Company of an amount representing the aggregate

nominal value of the share capital of the Company repurchased or agreed to be

repurchased by the Company pursuant to or in accordance with the authority granted

under resolution numbered 6 above provided that such amount shall not exceed 10

per cent of the aggregate nominal amount of the issued share capital of the Company

as at the date of passing this resolution.”

By order of the Board

Titan Petrochemicals Group LimitedZhang Weibing

Executive Director

Hong Kong, 27 July 2016


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Notes:

1. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

3. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority shall be delivered to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be).

4. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date named in it as the date of execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within 12 months from such date.

5. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. Where there are joint holders of any shares any one of such joint holder may vote, either in person or by proxy in respect of such shares as if he/she were solely entitled thereto; but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

titan petrochemicals group · pdf file“close associate(s)” has the same meaning...

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