WH Group Limited — Board/Management Information 2021

Aug 12, 2021

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

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WH Group Limited 萬洲國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 288)

(1) CHANGE OF CHIEF EXECUTIVE OFFICER

(2) APPOINTMENT OF EXECUTIVE DIRECTOR AND DEPUTY CHAIRMAN

(3) APPOINTMENT OF MEMBER OF BOARD COMMITTEES

(4) CHANGE OF CHIEF FINANCIAL OFFICER AND

(5) APPOINTMENT OF SENIOR MANAGEMENT

CHANGE OF CHIEF EXECUTIVE OFFICER

The Board announces that:

• (1) Mr. Wan Long has resigned as the Chief Executive Officer with effect from 12 August 2021, and will remain as an executive Director, the chairman of the Board, the chairman of the Nomination Committee, the chairman of the Food Safety Committee and the chairman of the Risk Management Committee of the Company after the aforementioned resignation; and

• (2) Mr. Guo Lijun, an executive Director, has been appointed to succeed Mr. Wan Long as the Chief Executive Officer.

APPOINTMENT OF EXECUTIVE DIRECTOR AND DEPUTY CHAIRMAN

The Board announces that Mr. Wan Hongwei has been appointed as an executive Director and the deputy chairman of the Board with effect from 12 August 2021.

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APPOINTMENT OF MEMBER OF BOARD COMMITTEES

The Board announces that Mr. Wan Hongwei has been appointed as a member of the Environmental, Social and Governance Committee and the Food Safety Committee of the Company with effect from 12 August 2021.

CHANGE OF CHIEF FINANCIAL OFFICER

The Board announces that Mr. Guo Lijun has resigned as the Chief Financial Officer and Ms. Yan Kam Yin has been appointed to succeed Mr. Guo Lijun as the Chief Financial Officer with effect from 12 August 2021.

APPOINTMENT OF SENIOR MANAGEMENT

The Board further announces that Ms. Yan Kam Yin has been appointed as the vice president of the Company in charge of finance management, Mr. Zhou Feng has been appointed as the vice president of the Company in charge of international trade and Mr. Wang Dengfeng has been appointed as the vice president of the Company in charge of operations management, each with effect from 12 August 2021.

CHANGE OF CHIEF EXECUTIVE OFFICER

The board (the ‘‘Board’’) of directors (the ‘‘Directors’’) of WH Group Limited (the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’) hereby announces that Mr. Wan Long (‘‘Mr. Wan’’) has resigned as the chief executive officer of the Company (the ‘‘Chief Executive Officer’’) with effect from 12 August 2021 to further enhance corporate governance and comply with Code Provision A.2.1 of Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) in relation to the separation of the roles of the chairman and chief executive of a listed company. Mr. Wan will remain as an executive Director, the chairman of the Board, the chairman of the Nomination Committee, the chairman of the Food Safety Committee and the chairman of the Risk Management Committee of the Company after the aforementioned resignation.

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Mr. Wan has confirmed that there is no disagreement with the Board and the senior management of the Company, and there is no matter relating to his resignation as the Chief Executive Officer that needs to be brought to the attention of the shareholders of the Company (the ‘‘Shareholders’’).

During his tenure of office of over 7 years as the Chief Executive Officer, Mr. Wan performed his duties diligently and conscientiously, and the Board would like to express sincere gratitude to Mr. Wan for his great contribution to the development of the Company.

The Board is pleased to announce that Mr. Guo Lijun (‘‘Mr. Guo’’), an executive Director, has been appointed to succeed Mr. Wan as the Chief Executive Officer with effect from 12 August 2021.

The biographical details of Mr. Guo are set out as follows:

Mr. Guo

Mr. Guo, age 50, was appointed as an executive Director on 31 December 2013 and has been appointed as the Chief Executive Officer on 12 August 2021. He has also served as an executive vice president from April 2016 to 11 August 2021. He also holds directorships in various subsidiaries of the Group. Mr. Guo was the chief financial officer of the Company (the ‘‘Chief Financial Officer’’) from April 2016 to 11 August 2021, the deputy chief executive officer of the Company from October 2013 to January 2014, and a vice president and the chief financial officer of the Company from January 2014 to March 2016. Mr. Guo has over 20 years of experience overseeing the financial operations of various companies. Mr. Guo worked as an accountant in the finance department of the Henan Luohe Meat Products Processing United Factory (河南省漯河 市肉類聯合加工廠) from June 1993 to March 1996. Mr. Guo was also the financial controller of Luohe Chinachem Shuanghui Packaging Industry Co., Ltd. (漯河華懋雙匯 化工包裝有限公司) and Luohe Chinachem Shuanghui Plastic Processing Co., Ltd. (漯河 華懋雙匯塑料工程有限公司) from April 1996 to February 2001. Mr. Guo held various positions in Henan Luohe Shuanghui Industry Group Co., Ltd. (河南省漯河市雙匯實業 集團有限責任公司) (‘‘Shuanghui Group’’) (a former subsidiary of the Company) from March 2001 to August 2012, including serving as its deputy director, its director of the finance department and its chief financial officer. In addition, Mr. Guo was also the executive vice president of Henan Shuanghui Investment & Development Co., Ltd. (河南 雙匯投資發展股份有限公司) (‘‘Shuanghui Development’’) (a company listed on the Shenzhen Stock Exchange with stock code 000895 and a subsidiary of the Company) from August 2012 to October 2013.

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Mr. Guo obtained his adult higher education diploma in financial accounting from Henan Radio and Television University (河南廣播電視大學) in July 1994 and obtained the completion certificate for the master of business administration program of the Graduate School of Renmin University of China (中國人民大學研究生院) in December 2004. Mr. Guo received his assistant accountant certificate awarded by the Ministry of Personnel of the People’s Republic of China (中華人民共和國人事部) in October 1994.

No separate service contract will be entered into between the Company and Mr. Guo in respect of his appointment as the Chief Executive Officer. Mr. Guo has entered into a service contract with the Company as an executive Director for a term of three years commencing from 5 August 2014, subject to retirement by rotation and re-election at least once every three years at the annual general meeting in accordance with the articles of association of the Company. Mr. Guo was re-elected as executive Director on 28 May 2019 for a term of three years commencing on the date of re-election. Mr. Guo is not entitled to receive any director’s fee, but is entitled to receive a discretionary management bonus which is determined by the Board with reference to the Company’s performance, the prevailing market conditions and the individual director’s overall performance after the completion of each service year. Mr. Guo currently also serves as the chief executive officer of Rotary Vortex Limited (an indirect wholly-owned subsidiary of the Company), and he is entitled to a basic annual salary of US$1,000,000.

As at the date of this announcement, Mr. Guo is (i) interested in 100,000 shares of the Company (the ‘‘Shares’’); (ii) interested in the share options to subscribe for 40,000,000 Shares granted under the pre-IPO share option scheme of the Company; (iii) deemed to be interested in 85,164,905 Shares as a beneficiary of a trust of the share plan of the Company dated 25 December 2009, revised on 17 December 2012 and 11 July 2016 respectively, under which a group of employees of Shuanghui Development and its associated entities hold 100% of the beneficial interests in Rise Grand Group Limited, which in turn holds 100% of the equity interest in Heroic Zone Investments Limited; (iv) deemed to be interested in 89,149,824 Shares as a beneficiary of a trust of the share plan of the Company dated 23 December 2019 (‘‘Chang Yun Share Plan’’), under which a group of employees of the Group hold 100% of the beneficial interests in Auspicious Joy Enterprises Limited, which in turn holds 100% of the equity interest in Chang Yun Holdings Limited; and (v) deemed to be interested in 631,580,000 Shares as a trustee of the Chang Yun Share Plan, each within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the ‘‘SFO’’).

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Save as disclosed above, as at the date of this announcement, Mr. Guo (i) has not held any other positions with the Company and other members of the Group; (ii) has not held any other directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) does not have any other major appointments and professional qualifications; (iv) does not have any other relationship with any Directors, senior management or substantial or controlling Shareholders; and (v) does not have any interests in the Shares of the Company or the shares of its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters in connection with the appointment of Mr. Guo that need to be brought to the attention of the Shareholders.

APPOINTMENT OF EXECUTIVE DIRECTOR AND DEPUTY CHAIRMAN

The Board is pleased to announce that Mr. Wan Hongwei has been appointed as an executive Director and the deputy chairman of the Board with effect from 12 August 2021.

The biographical details of Mr. Wan Hongwei are set out as follows:

Mr. Wan Hongwei

Mr. Wan Hongwei, age 47, has been appointed as an executive Director and the deputy chairman of the Board on 12 August 2021. He served as an assistant to the chief executive officer of the Company from 1 January 2014 to 11 August 2021 in change of public relation of the Company. He has also served as a director and vice chairman of the board of directors of Shuanghui Development since 22 August 2018. He also holds directorships in various subsidiaries of the Group. Mr. Wan Hongwei was secretary to the chairman of Shuanghui Group from 2004 to 2013.

Mr. Wan Hongwei obtained his degree of Bachelor of Arts from York University in Toronto, Canada in June 2002. He is the son of Mr. Wan.

Mr. Wan Hongwei has entered into a service agreement with the Company for a term of three years commencing on 12 August 2021. Mr. Wan Hongwei will be entitled to receive a remuneration of US$800,000 per annum and a discretionary management bonus which will be determined by the Board with reference to the performance of the Company, the prevailing market conditions and his individual overall performance as a Director after the completion of each service year.

In accordance with the articles of association of the Company, Mr. Wan Hongwei will hold office until the next annual general meeting of the Company and will be eligible for re-election at that meeting, and will be subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company.

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As at the date of this announcement, Mr. Wan Hongwei is (i) interested in 2,500,000 Shares; and (ii) interested in share options to subscribe for 2,500,000 Shares granted under the pre-IPO share option scheme of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, as at the date of this announcement, Mr. Wan Hongwei (i) has not held any other positions with the Company and other members of the Group; (ii) has not held any other directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) does not have any other major appointments and professional qualifications; (iv) does not have any other relationship with any Directors, senior management or substantial or controlling shareholders of the Company; and (v) does not have any interests in the Shares of the Company or the shares of its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters in connection with the appointment of Mr. Wan Hongwei that need to be brought to the attention of the Shareholders.

APPOINTMENT OF MEMBER OF BOARD COMMITTEES

The Board further announces that Mr. Wan Hongwei has been appointed as a member of the Environmental, Social and Governance Committee and the Food Safety Committee of the Company with effect from 12 August 2021.

The Board would like to take this opportunity to welcome Mr. Wan Hongwei to join the Board as an executive Director and the deputy chairman of the Board.

CHANGE OF CHIEF FINANCIAL OFFICER

The Board hereby announces that, Mr. Guo has resigned as the Chief Financial Officer due to his appointment as the Chief Executive Officer, and Ms. Yan Kam Yin (‘‘Ms. Yan’’) has been appointed to succeed Mr. Guo as the Chief Financial Officer with effect from 12 August 2021.

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The biographical details of Ms. Yan are set out as follows:

Ms. Yan

Ms. Yan, age 41, has been appointed as the Chief Financial Officer and the vice president of the Company on 12 August 2021. She is responsible for finance management of the Group. Ms. Yan joined the Company in January 2012 and served as finance director of the Company from March 2013 to 11 August 2021. Prior to joining the Company, Ms. Yan has spent 10 years at various large accounting firm and public listed companies.

Ms. Yan became the certified public accountant in Hong Kong in February 2007. She is also a fellow member of the Association of Chartered Certified Accountants. She obtained her degree of bachelor of business administration from the Chinese University of Hong Kong in December 2002 and degree of master of business administration from the Hong Kong University of Science and Technology in November 2012.

APPOINTMENT OF SENIOR MANAGEMENT

The Board further announces that, Ms. Yan has been appointed as the vice president of the Company in charge of finance management, Mr. Zhou Feng (‘‘Mr. Zhou’’) has been appointed as the vice president of the Company in charge of international trade and Mr. Wang Dengfeng (‘‘Mr. Wang’’) has been appointed as the vice president of the Company in charge of operations management, each with effect from 12 August 2021.

The biographical details of each of Mr. Zhou and Mr. Wang are set out as follows:

Mr. Zhou

Mr. Zhou, age 53, was appointed as the vice president of the Company on 12 August 2021. He is responsible for the international trading business of the Group. Mr. Zhou served as director of international trade of the Company from October 2011 to 11 August 2021. Mr. Zhou joined Shuanghui Group in January 2000, and served as general manager of Luohe Shuanghui Import & Export Company Limited and as deputy general sales manager of Frozen Food Business Unit of Shuanghui Group. Mr. Zhou served as vice president and general manager of powder unit of Zhengzhou Synear Food Company Limited from January 2009 to March 2011. Mr. Zhou graduated from University of International Business and Economics (對外經濟貿易大學) with a graduation diploma in Arabic Language in June 1988 and obtained completion certificate for the master of business administration program of the Graduate School of Renmin University of China in March 2005.

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Mr. Wang

Mr. Wang, age 44, has been appointed as the vice president of the Company on 12 August 2021. He is responsible for operations management of the Group. Mr. Wang served as director, operation management of the Company from May 2014 to 11 August 2021. Previously, Mr. Wang held various positions in Shuanghui Group and Shuanghui Development from August 1999 to April 2014, including deputy manager of operations management department and manager of operations management department, deputy general manager of operations management and office manager of president office. He graduated from Henan Agricultural University (河南農業大學) with a graduation diploma in accounting computerization in July 1999.

By order of the board of WH Group Limited Wan Long Chairman

Hong Kong, 12 August 2021

As at the date of this announcement, the executive Directors are Mr. WAN Long, Mr. GUO Lijun, Mr. Wan Hongwei, Mr. MA Xiangjie and Mr. Charles Shane SMITH; the non-executive Director is Mr. JIAO Shuge; and the independent non-executive Directors are Mr. HUANG Ming, Mr. LEE Conway Kong Wai and Mr. LAU, Jin Tin Don.

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