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 OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE 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
22
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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.
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
Titan Petrochemicals Group Limited(Stock Code: 1192)
(Incorporated in Bermuda with limited liability)
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.
LETTER FROM THE BOARD
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.
LETTER FROM THE BOARD
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.
LETTER FROM THE BOARD
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.
LETTER FROM THE BOARD
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
APPENDIX I EXPLANATORY STATEMENT
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%.
APPENDIX I EXPLANATORY STATEMENT
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.
APPENDIX II BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR 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
Company or any of its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, (i) Dr. Liu 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. 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.
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.
APPENDIX II BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION
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
Company or any of its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, (i) Mr. Lau 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) 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
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.
APPENDIX II BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION
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
Company or any of its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, (i) Ms. Xiang 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) 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
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.
APPENDIX II BIOGRAPHICAL DETAILS OF DIRECTORS OFFERING FOR RE-ELECTION
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
Company or any of its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, (i) Mr. Hu 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) 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.
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.
NOTICE OF ANNUAL GENERAL MEETING
16
Titan Petrochemicals Group Limited(Stock Code: 1192)
(Incorporated in Bermuda with limited liability)
NOTICE OF ANNUAL GENERAL MEETING
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.
NOTICE OF ANNUAL GENERAL MEETING
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:
(i) the conclusion of the next annual general meeting of the Company; or
(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
NOTICE OF ANNUAL GENERAL MEETING
18
(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
NOTICE OF ANNUAL GENERAL MEETING
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:
(i) the conclusion of the next annual general meeting of the Company; or
(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
NOTICE OF ANNUAL GENERAL MEETING
20
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.