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.
This announcement is for information purposes only and does not constitute an invitation, solicitation or offer to acquire, purchase or subscribe for the securities of the Company or any of its subsidiaries.
The securities referenced herein have not been registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. Public offerings of securities made in the United States must be made by means of a prospectus that may be obtained from the issuer or selling security holder and that contains detailed information about the company and its management, as well as financial statements. The Company and its subsidiaries do not intend to register any part of the proposed offering in the United States or to conduct a public offering of the securities in the United States.
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 288)
VOLUNTARY ANNOUNCEMENT ISSUE OF THE FIRST TRANCHE OF MEDIUM-TERM NOTES BY A SUBSIDIARY IN THE PRC
The Board is pleased to announce that Shuanghui Group, a wholly-owned subsidiary of the Company established in the PRC, proposes to issue the first tranche of the Notes in the inter-bank bond market in the PRC, after having registered the proposed issue with the Association. In connection with such proposed issue, Shuanghui Group has published, among others, an announcement in the PRC on August 31, 2015, to provide investors with certain information concerning the terms and conditions of the Notes.
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The Board is pleased to announce that Shuanghui Group, a wholly-owned subsidiary of the Company established in the PRC, proposes to issue the first tranche of the Notes in the inter- bank bond market in the PRC, after having registered the proposed issue with the Association. Bank of China Limited and China International Capital Corporation Limited are the lead underwriter and the co-lead underwriter for such proposed issue, respectively.
The principal terms of the first tranche of the Notes to be issued are as follows:
1. Issuer : Shuanghui Group
2. Aggregate maximum principal amount of the Notes which have been registered with
the Association
: RMB3,000,000,000
3. Principal amount of the first tranche of the Notes
: RMB1,000,000,000
4. Place of issue : Inter-bank bond market in the PRC
5. Date of issue : September 8, 2015
6. Term of the first tranche of the Notes
: 3 years (from September 10, 2015 to September
10, 2018)
7. Interest rate : Fixed interest rate to be determined upon completion of the book building process
8. Interest calculation and payment
: Calculated from September 10, 2015 and to be paid on an annual basis
9. Target investors : Institutional investors in the inter-bank bond market in the PRC (other than those who are restricted from participating in such issue under PRC laws and regulations)
10. Guarantee : Nil
11. Credit rating : Shuanghui Group and the first tranche of the Notes have been rated AAA by China Cheng Xin International Credit Rating Co. Ltd.* (����
� ). Further, the credit outlook has been classified as "stable"
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In connection with such proposed issue, Shuanghui Group has published, among others, an announcement in the PRC, to provide investors with certain information concerning the terms and conditions of the Notes. Such announcement published by Shuanghui Group, and any other relevant documents relating to the Notes, have been or will be posted on www.chinabond.com.cn and www.chinamoney.com.cn. Shareholders and potential investors are reminded that such documents were prepared in accordance with the requirements in the PRC and are limited solely to the Issuer and the Notes, and the information contained therein does not provide a full picture of the operation status of the Group.
In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:
"Association" National Association of Financial Market Institutional Investors* (�� )
"Board" the board of Directors
"Company" WH Group Limited
"Director(s)" director(s) of the Company
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" Hong Kong Special Administrative Region of the People's
Republic of China
"Listing Rules" Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
"Notes" the medium-term notes (� ) proposed to be issued by Shuanghui Group with an aggregate principal amount not exceeding RMB3,000,000,000 to institutional investors in the inter-bank bond market in the PRC (other than those who are restricted from participating in such offering under PRC laws or regulations)
"PRC" the People's Republic of China, which for the purpose of this announcement and, except where the context requires otherwise, excludes Hong Kong, Macau and Taiwan
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"RMB" Renminbi, the lawful currency of the PRC
"Shuanghui Group" Henan Luohe Shuanghui Industry Group Co., Ltd.* (iifl'illt� iif ), a limited liability company established under the laws of the PRC on August 29, 1994 and an indirect wholly-owned subsidiary of the Company
"%" per cent.
* For identification purposes only.
By order of the Board WH Group Limited Chau Ho
Company Secretary
Hong Kong, August 31, 2015
As at the date of this announcement, the executive directors of the Company are Mr. WAN Long, Mr. GUO Lijun, Mr. POPE C. Larry and Mr. ZHANG Taixi; 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.
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