WH : Announcements and Notices - Voluntary Announcement Acquisitions of Companies in Poland by Smithfield

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.

萬洲國際有限公司

(Incorporated in the Cayman Islands with limited liability)

This announcement is made by the Company on a voluntary basis.

The Board is pleased to announce that the Company has through Smithfield, its indirect wholly-owned subsidiary, expanded its operations in Europe by the Acquisitions described below.

On June 1, 2017, Smithfield (through a wholly-owned subsidiary) acquired 100% of the share capital of each of (i) Pini Polska, which operates a meat processing and packaging plant in Kutno, Poland with a production capacity of 100,000 m.t. per year, (ii) Hamburger Pini, which operates a case ready meat plant in Kutno with a production capacity of 40,000 m.t. per year, and (iii) Royal Chicken, which is a poultry processing plant under construction in Kutno with a planned production capacity of 100 million birds per year.

The acquisitions of Pini Polska, Hamburger Pini and Royal Chicken align with the strategic growth plans of the Group by strengthening Smithfield's vertically-integrated supply chain in Poland and increasing its production of high-quality packaged meats products. The acquisitions also capitalize on existing opportunities for the Group to expand in areas with attractive market dynamics and to develop scale over time.

On July 28, 2017, Smithfield (through a wholly-owned subsidiary) acquired 33.5% of the share capital of Pini Polonia and entered into a share purchase agreement, pursuant to which Smithfield (through a wholly-owned subsidiary) agreed to acquire the remaining 66.5% of the share capital of Pini Polonia, conditional upon, among other things, obtaining anti-monopoly approval from the relevant regulatory authorities.

Pini Polonia operates a hog slaughterhouse in Kutno, Poland with a production capacity of 4 million hogs per year. As at the date of this announcement, the acquisition of the remaining 66.5% of the share capital of Pini Polonia has not been completed.

The Group expects to increase its slaughter capacity and realize improved operating efficiencies in Poland from the acquisition of Pini Polonia's modern, high speed slaughterhouse in Kutno. The acquisition should lower Smithfield's overall cost structure in Poland, and Pini Polonia's faster line speeds coupled with a higher level of throughput should make Smithfield more competitive in Europe and globally. In addition, the Group expects to reduce live hog transportation costs because the slaughterhouse in Kutno is strategically located in the center of Poland's highest hog producing region.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, each of the sellers of Pini Polska, Hamburger Pini, Royal Chicken, Pini Polonia and their respective ultimate beneficial owners is a third party independent of the Company and its connected persons.

As the Acquisitions were entered into with the counterparties who are affiliated to each other, they are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As each of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the Acquisitions, when aggregated pursuant to Rule 14.22 of the Listing Rules, is below 5%, the Acquisitions do not constitute notifiable transactions of the Company under Chapter 14 of the Listing Rules.

Unless otherwise defined, the following expressions in this announcement have the following meanings:

"Acquisitions" collectively, the acquisitions of all the shares in each of Pini

Polska, Hamburger Pini, Royal Chicken and Pini Polonia

"Board" the Board of Directors

"Company" WH Group Limited ( 萬洲國際有限公司), a company incorporated under the laws of the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

"connected person" has the meaning ascribed to it under the Listing Rules "Director(s)" the director(s) of the Company

"Group" the Company and its subsidiaries

"Hamburger Pini" Hamburger Pini sp. z o.o., a limited company established

under the laws of Poland

"Listing Rules" the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited

"m.t." metric ton

"Pini Polonia" Pini Polonia sp. z o.o., a limited company established under

the laws of Poland

"Pini Polska" Pini Polska sp. z o.o., a limited company established under the laws of Poland

"Poland" the Republic of Poland

"Royal Chicken" Royal Chicken sp. z o.o., a limited company established

under the laws of Poland

"Smithfield" Smithfield Foods, Inc., a corporation incorporated under the laws of the Commonwealth of Virginia, the United States of America

"Stock Exchange" The Stock Exchange of Hong Kong Limited

By order of the Board of

Chairman and Chief Executive Director

Hong Kong, August 11, 2017

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.