WH : Announcements and Notices - Stabilization Actions and End of Stabilization Period

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and Hong Kong Securities Clearing Company Limited ("HKSCC") 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.

Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated July 24, 2014 (the "Prospectus") issued by WH Group Limited (the "Company"). This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States except pursuant to Rule 144A or an exemption from registration requirements under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The Offer Shares may be offered, sold or delivered outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act. There will not and is not currently

intended to be any public offering of securities in the United States.

(Incorporated in the Cayman Islands with limited liability)

The Company announces that the stabilization period in connection with the Global Offering ended on August 28, 2014, being the 30th day after the last day of closing of the application lists under the Hong Kong Public Offering. The stabilization actions undertaken during the stabilization period were:
(1) over-allocations of an aggregate of 385,110,000 Shares in the International Offering, representing 15% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option);

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(2) the borrowing of an aggregate of 385,110,000 Shares, representing 15% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option), by Morgan Stanley & Co. International plc from CDH Shine pursuant to the Stock Borrowing Agreement to cover the over-allocation of Shares in the International Offering; and
(3) the full exercise of the Over-allotment Option by the Underwriters' Representatives, on behalf of the International Underwriters, on August 6,
2014 in respect of an aggregate of 385,110,000 Shares (the "Over-allotment Shares") , representing 15% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option), at the Offer Price to facilitate the return to CDH Shine of
385,110,000 borrowed Shares which were used to cover over-allocations of
Shares in the International Offering.

The Company makes this announcement pursuant to Section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) and announces that the stabilization period in connection with the Global Offering ended on August 28, 2014, being the 30th day after the last day of closing of the application lists under the Hong Kong Public Offering.
The stabilization actions undertaken by the Underwriters' Representatives during the stabilization period were:
(1) over-allocations of an aggregate of 385,110,000 Shares in the International Offering, representing 15% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option);
(2) the borrowing of an aggregate of 385,110,000 Shares, representing 15% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option), by Morgan Stanley & Co. International plc from CDH Shine pursuant to the Stock Borrowing Agreement to cover the over-allocation of Shares in the International Offering. Such Shares have been returned and redelivered to CDH Shine in accordance with the terms of the Stock Borrowing Agreement; and
(3) the full exercise of the Over-allotment Option by the Underwriters' Representatives, on behalf of the International Underwriters, on August 6, 2014 in respect of the Over-allotment Shares, representing 15% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option) to facilitate the return to CDH Shine of
385,110,000 borrowed Shares which were used to cover over-allocations of
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Shares in the International Offering. The Over-allotment Shares were allotted and issued by the Company at HK$6.20 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.003% and Stock Exchange trading fee of 0.005%), being the Offer Price per Share under the Global Offering. Details of the Over-allotment Option were more particularly disclosed in the announcement of the Company dated August 6, 2014 in relation to the full exercise of the Over-allotment Option.
The Company continues to comply with the public float requirements under Rule
8.08(1)(a) of the Listing Rules that at least 25% of the Company's total issued share capital must at all times be held by the public.
Hong Kong, August 28, 2014
By Order of the Board WH Group Limited CHAU Ho

Company Secretary

As at the date of this announcement, the executive Directors are Mr. WAN Long, Mr. GUO Lijun, Mr. YANG Zhijun, Mr. POPE C. Larry and Mr. ZHANG Taixi; 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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