WH GROUP LIMITED 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.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 288)
- APPOINTMENT OF EXECUTIVE DIRECTORS; AND
- APPOINTMENT OF A MEMBER OF THE ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE
The Board announces that:
Mr. Sullivan Kenneth Marc has been appointed as an executive Director and a member of both the Environmental, Social and Governance Committee and the Food Safety Committee of the Company with effect from January 22, 2016; and
Mr. You Mu has been appointed as an executive Director with effect from January 22, 2016.
The board (the "Board") of directors (the "Director(s)") of WH Group Limited (the "Company", and together with its subsidiaries, the "Group") is pleased to announce that Mr. Sullivan Kenneth Marc ("Mr. Sullivan") and Mr. You Mu ("Mr. You") have been appointed as executive Directors with effect from January 22, 2016.
Mr. Sullivan, age 51, has served as president and chief executive officer of Smithfield Foods, Inc. ("Smithfield") (an indirect wholly owned subsidiary of the Company) since December 2015 and as a director of Smithfield since January 2016. He has served in various other positions with Smithfield since joining Smithfield in 2003, including vice president of internal audit from 2003 to 2007, vice president and chief accounting officer from 2007 to 2010, vice president of finance and chief accounting officer from 2010 to 2013, vice president and chief financial officer from 2013 to March 2015, executive vice president and chief financial officer from March 2015 to October 2015
and executive vice president and chief operating officer from October 2015 to December 2015. Mr. Sullivan has expertise in corporate strategy and finance, capital markets, operations analysis and organizational leadership, and possesses in-depth knowledge of the Group's United States of America ("U.S.") and international business segments. Prior to joining Smithfield, Mr. Sullivan spent 12 years at various large accounting and consulting firms. Mr. Sullivan has been a Certified Public Accountant in the state of Virginia, the U.S. since April 1993. Mr. Sullivan obtained his bachelor of science degree from the School of Business of the Virginia Commonwealth University in August 1988.
Mr. Sullivan entered into a service agreement with the Company for a term of three years commencing on January 22, 2016. Mr. Sullivan is not entitled to receive any director's fee. Mr. Sullivan is, however, entitled to receive a discretionary management bonus which is to be determined by the Board with reference to the Company's performance, the prevailing market conditions and his individual overall performance as a Director after the completion of each service year. In accordance with the amended and restated articles of association of the Company (the "Articles of Association"), Mr. Sullivan will hold office until the next annual general meeting of the Company and is eligible for re-election at that meeting, and is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company.
As at the date of this announcement, Mr. Sullivan is interested in share options to subscribe for 12,000,000 shares of the Company granted under the pre-IPO share option scheme of the Company (representing approximately 0.08% of the total issued shares of the Company as at the date of this announcement) within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO").
Save as disclosed above, Mr. Sullivan: (1) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO; (2) has not held any other positions in the Company or any of its subsidiaries; (3) has not been a director of any public company (the securities of which are listed on any securities market in Hong Kong or overseas) in the last three years; (4) does not have any other major appointments and professional qualifications; (5) does not have any relationship with any Director, senior management or substantial or controlling shareholder of the Company; (6) has no other information that needs to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"); and (7) has no other matter that needs to be brought to the attention of the shareholders of the Company.
Mr. You
Mr. You, age 48, has served in various positions within the Group. He has served as director and president of Henan Shuanghui Investment & Development Co., Ltd.("Shuanghui Development") (an indirect non-wholly owned subsidiary of the Company, the shares of which are listed on the Shenzhen Stock Exchange (stock code: 000895)) since August 2015. Previously, he served as vice president and general manager of the meat products division of Shuanghui Development from November 2014 to August 2015. He also served as the general manager of 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") (an indirect wholly owned subsidiary of the Company) from July 2007 to November 2014 and has been appointed as a director of Shuanghui Group since January 2014. In addition, Mr. You served as the manager of the Hangzhou branch of Shuanghui Group Sales Company (雙匯集團銷售公 司) ("Shuanghui Group Sales Company") from March 2002 to February 2003, the head of sales department of Shuanghui Group Sales Company from February 2003 to June 2004, the general manager from June 2004 to October 2004, the general manager of the meat products division from October 2004 to July 2007 and the director of Shuanghui Development from November 2007 to August 2012. Mr. You graduated from Henan Business College majoring in planning and statistics
in July 1991, and subsequently obtained the completion certificate for the master of business administration program of the Graduate School of Renmin University (中國人民大學研究生院)
in March 2005. Mr. You received his assistant accountant certificate conferred by the Ministry of Finance of the People's Republic of China (the "PRC") (中華人民共和國財政部) in October 1994 and business marketing economist certificate conferred by the Ministry of Personnel of PRC (中華 人民共和國人事部) in November 2000.
Mr. You entered into a service agreement with the Company for a term of three years commencing on January 22, 2016. Mr. You is not entitled to receive any director's fee. Mr. You is, however, entitled to receive a discretionary management bonus which is to be determined by the Board with reference to the Company's performance, 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, Mr. You will hold office until the next annual general meeting of the Company and is eligible for re-election at that meeting, and is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company .
As at the date of this announcement: (1) Mr. You is interested in share options to subscribe for 3,674,969 shares of the Company granted under the pre-IPO share option scheme of the Company (representing approximately 0.03% of the total issued shares of the Company as at the date of this announcement) and is deemed to be interested in 10,382,709 shares of the Company as a beneficiary of a trust of the Heroic Zone Share Plan (representing approximately 0.07% of the total issued shares of the Company as at the date of this announcement), being the share plan dated December 25, 2009 and revised on December 17, 2012, 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; and (2) Ms. Chen Ling Hua is the spouse of Mr. You and is the beneficial owner of 15,000 shares of Shuanghui Development. Mr. You is deemed to be interested in the said shares; each within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. You: (1) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO; (2) has not held any other positions in the Company or any of its subsidiaries; (3) has not been a director of any public company (the securities of which are listed on any securities market in Hong Kong or overseas) in the last three years; (4) does not have any other major appointments and professional qualifications; (5) does not have any
For identification purposes only
relationship with any Director, senior management or substantial or controlling shareholder of the Company; (6) has no other information that needs to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; and (7) has no other matter that needs to be brought to the attention of the shareholders of the Company.
APPOINTMENT OF A MEMBER OF THE ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE AND THE FOOD SAFETY COMMITTEE
The Board further announces that Mr. Sullivan has been appointed as a member of the Environmental, Social and Governance Committee and the Food Safety Committee of the Company with effect from January 22, 2016.
The Board would like to take this opportunity to welcome Mr. Sullivan and Mr. You for joining the Company as executive Directors.
By Order of the board of directors of
WH Group Limited Chau HoCompany Secretary
Hong Kong, January 22, 2016.
As at the date of this announcement, the executive directors of the Company are Mr. WAN Long, Mr. GUO Lijun, Mr. ZHANG Taixi, Mr. SULLIVAN Kenneth Marc and Mr. YOU Mu; the non- executive director of the Company is Mr. JIAO Shuge; and the independent non-executive directors of the Company are Mr. HUANG Ming, Mr. LEE Conway Kong Wai and Mr. LAU, Jin Tin Don.
WH Group Ltd. issued this content on 2016-01-22 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-22 09:34:17 UTC
Original Document: http://file.irasia.com/listco/hk/whgroup/announcement/a160122.pdf
