Wuyi Intl Pharmaceutical : (1) Resignation of Directors; (2) Appointment of Executive Directors; (3)appointment of Independent Non-executive Directors; and (4)change of Members of Board Committees

Microsoft Word - E1889 Resignation of director 20160630 final

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.

WUYI INTERNATIONAL PHARMACEUTICAL COMPANY LIMITED

武武武武夷夷夷夷國國國國際際際際藥藥藥藥業業業業有有有有限限限限公公公公司司司司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1889)

1. RESIGNATION OF DIRECTORS;
2. APPOINTMENT OF EXECUTIVE DIRECTORS;
3. APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS; AND
4. CHANGE OF MEMBERS OF BOARD COMMITTEES

The Board announces that with effect from 30 June 2016:

• Mr. Wang resigned as non-executive Director due to his personal commitments on other businesses;

• Mr. Liu resigned as independent non-executive Director as he would like to devote more time to his personal commitments;

• Mr. Lam Yat Cheong resigned as independent non-executive Director as he would like to devote more time to his personal commitments;

• Mr. Du resigned as independent non-executive Director as he would like to devote more time to his personal commitments;

• Mr. Lin and Mr. Lin Min have been appointed as executive Directors; and

• Mr. Zhang Jie, Mr. Zhang and Mr. Wu have been appointed as independent non-executive Directors.

RESIGNATION OF DIRECTORS

The board (the "Board") of directors (the "Directors", each a "Director") of Wuyi International Pharmaceutical Company Limited (the "Company", together with its subsidiaries, the "Group") announces that with effect from 30 June 2016:

• Mr. John Yang Wang ("Mr. Wang") has tendered his resignation as non-executive Director due to his personal commitments on other businesses;

• Mr. Liu Jun ("Mr. Liu") has tendered his resignation as independent non-executive Director as he would like to devote more time to his personal commitments. Subsequent to Mr. Liu's resignation, Mr. Liu ceased to be members of the audit committee of the Company (the "Audit Committee"), the remuneration committee of the Company (the "Remuneration Committee") and the nomination committee of the Company (the "Nomination Committee");

• Mr. Lam Yat Cheong has tendered his resignation as independent non-executive Director as he would like to devote more time to his personal commitments. Subsequent to Mr. Lam Yat Cheong's resignation, he ceased to be the chairman of the Audit Committee, the chairman of the Remuneration Committee and a member of the Nomination Committee; and

• Mr. Du Jian ("Mr. Du") has tendered his resignation as independent non-executive Director as he would like to devote more time to his personal commitments. Subsequent to Mr. Du's resignation, Mr. Du ceased to be members of the Audit Committee, the Remuneration Committee and the Nomination Committee.

Each of Mr. Wang, Mr. Liu, Mr. Lam Yat Cheong and Mr. Du has confirmed that (i) he has no claims against the Company in respect of his resignation; (ii) he has no disagreement with the Board; and (iii) there is no matter in relation to his resignation that needs to be brought to the attention of the shareholders of the Company.

APPOINTMENT OF EXECUTIVE DIRECTORS

The Board is pleased to announce that Mr. Lin Qing Ping ("Mr. Lin") and Mr. Lin Min have been appointed as executive Directors with effect from 30 June 2016.

Mr. Lin Qing Ping

Mr. Lin Qing Ping, aged 66, is the General Manager, the Chief Operating Officer and a founding shareholder of the Company. Mr. Lin graduated from Wuhan University with a bachelor's degree in management in 1982. He is a senior economist. He is also a director of various subsidiaries of the Company. He has over 27 years of experience in business management and 17 years' experience in the pharmaceutical industry with a thorough understanding in it.

He is the elder brother of Mr. Lin Ou Wen, an executive Director, the Chairman, the Chief Executive Officer and a substantial shareholder of the Company, and the father of Mr. Lin Min, an executive Director.

As at the date of this announcement, Mr. Lin was deemed to be interested in 280,352,000 shares and was deemed to hold a short position of 280,352,000 shares in the Company both registered in the name of Bright Elite Management Limited, in which its entire issued capital is solely and beneficially owned by Mr. Lin. Mr. Lin is also the sole director of Bright Elite Management Limited.

Mr. Lin has entered into a service contract with the Company for an initial term of one year commencing from 30 June 2016, which is automatically renewable for successive terms of

one year each and may be terminated by either party giving not less than three months' prior notice. He is subject to retirement at the next following annual general meeting of the Company, at which he will be eligible for re-election, and thereafter subject to retirement by rotation at least once every three years in accordance with the articles of association of the Company (the "Articles"). Pursuant to the terms of the service contract entered into between the Company and Mr. Lin, he is entitled to a remuneration of HK$780,000 per annum which is determined by the Board by reference to his experience, duties and responsibilities, the prevailing market conditions and the recommendation from the Remuneration Committee.

As at the date of this announcement, save as disclosed above, Mr. Lin (i) has not held any directorships in any public listed companies in the past three years; (ii) did not have or was not deemed to have any interest or short position (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO")) in any shares, underlying shares or debentures of the Company or its associated corporations;

(iii) did not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company; and (iv) did not hold other positions within the Group.

Save as disclosed above, there is no information in relation to Mr. Lin that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and there is no other matter in relation to the appointment of Mr. Lin that needs to be brought to the attention of the shareholders of the Company.

Mr. Lin Min

Mr. Lin Min, aged 38, obtained a bachelor's degree in accounting from Xiamen University in 1998 and later obtained a master's degree in business administration from China Europe International Business School in 2011. Mr. Lin Min completed a postgraduate study in international finance and capital operation at Shanghai University of Finance and Economics in 2003. He joined the Group since 2015 as the General Manager of Fujian Sanai Pharmaceutical Company Limited. He is the nephew of Mr. Lin Ou Wen, an executive Director, the Chairman, the Chief Executive Officer and a substantial shareholder of the Company, and the son of Mr. Lin Qing Ping, an executive Director, the General Manager, the Chief Operating Officer and a substantial shareholder of the Company.

Mr. Lin Min has entered into a service contract with the Company for an initial term of one year commencing from 30 June 2016, which is automatically renewable for successive terms of one year each and may be terminated by either party giving not less than three months' prior notice. He is subject to retirement at the next following annual general meeting of the Company, at which he will be eligible for re-election, and thereafter subject to retirement by rotation at least once every three years in accordance with the Articles. Pursuant to the terms of the service contract entered into between the Company and Mr. Lin Min, he is entitled to a remuneration of HK$234,000 per annum which is determined by the Board by reference to his experience, duties and responsibilities, the prevailing market conditions and the recommendation from the Remuneration Committee.

As at the date of this announcement, save as disclosed above, Mr. Lin Min (i) has not held any directorships in any public listed companies in the past three years; (ii) did not have or

was not deemed to have any interest or short position (within the meaning of Part XV of the SFO) in any shares, underlying shares or debentures of the Company or its associated corporations; (iii) did not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company; and (iv) did not hold other positions within the Group.

Save as disclosed above, there is no information in relation to Mr. Lin Min that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of Listing Rules and there is no other matter in relation to the appointment of Mr. Lin Min that needs to be brought to the attention of the shareholders of the Company.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The Board is pleased to announce that Mr. Zhang Jie, Mr. Zhang Xue Wen ("Mr. Zhang") and Mr. Wu Cheng Han ("Mr. Wu") have been appointed as independent non-executive Directors with effect from 30 June 2016.

Mr. Zhang Jie

Mr. Zhang Jie, aged 32, obtained a bachelor's degree in banking and international finance and a bachelor's degree in commerce from Flinders University in Australia in 2010. In 2011, he obtained a master's degree in business administration from Flinders University in Australia. He served as a senior auditor of an international audit services firm and is currently a senior consultant of a financial consultancy firm, focusing on enterprise consultation services. He is a CPA in Australia.

Mr. Zhang Jie has entered into a letter of appointment with the Company in relation to his appointment as the independent non-executive Director for a term of one year commencing from 30 June 2016 and is automatically renewable annually upon the expiry of the fixed term. The letter of appointment is determinable by either party serving on the other not less than three months' written notice. He is subject to retirement at the next following annual general meeting of the Company, at which he will be eligible for re-election, and thereafter subject to retirement by rotation at least once every three years in accordance with the Articles. Pursuant to the terms of the letter of appointment entered into between the Company and Mr. Zhang Jie, he will be entitled to an annual remuneration of US$20,000 which is determined by the Board by reference to his experience, duties and responsibilities, the prevailing market conditions and the recommendation from the Remuneration Committee.

As at the date of this announcement, Mr. Zhang Jie (i) has not held any directorships in any public listed companies in the past three years; (ii) did not have or was not deemed to have any interest or short position (within the meaning of Part XV of the SFO) in any shares, underlying shares or debentures of the Company or its associated corporations; and (iii) did not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company; and (iv) did not hold other positions within the Group.

Save as disclosed above, there is no information in relation to Mr. Zhang Jie that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of Listing Rules and there is no other