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WH Group Limited Board/Management Information 2021

Jul 15, 2021

49096_rns_2021-07-15_85ecf6ce-d448-42c6-abbe-bd354b7c7b17.pdf

Board/Management Information

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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 has been prepared pursuant to, and in order to comply with, the Listing Rules and the Codes, and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company nor shall there be any sale, purchase or subscription for securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver.

This announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

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WH Group Limited 萬洲國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 288)

RESIGNATION OF EXECUTIVE DIRECTOR AND MEMBER OF BOARD COMMITTEES

Reference is made to the announcement of WH Group Limited (the ‘‘Company’’) dated 6 June 2021 in relation to, among others, (i) a conditional voluntary cash offer to be made by Merrill Lynch (Asia Pacific) Limited and Morgan Stanley Asia Limited on behalf of the Company to buy-back, subject to fulfilment of the conditions, for cancellation up to 1,916,937,202 shares at a cash consideration of HK$7.80 per share; and (ii) application for the whitewash waiver (the ‘‘Rule 3.5 Announcement’’). Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the Rule 3.5 Announcement.

The Board hereby announces that the Company has been recently informed by Mr. Dennis Pat Rick Organ (‘‘Mr. Organ’’) that he would like to resign from his position as an executive Director, in order to devote more time to his other personal commitments, with effect from the date which is the earliest day permitted under Rule 7 of the Takeovers Code. Pursuant to Rule 7 of the Takeovers Code, except with the consent of the Executive, the Directors should not resign until the first closing date of the Offer, or

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the date when the Offer becomes or is declared unconditional, or Shareholders have voted on the Whitewash Waiver, whichever is the later. The Company has made an application to the Executive in relation to the consent for the resignation of Mr. Organ pursuant to Note 2 to Rule 7 of the Takeovers Code and the Executive has granted its consent on 15 July 2021. Accordingly, Mr. Organ has ceased to be an executive Director with effect from 15 July 2021.

In connection with his resignation, Mr. Organ has also ceased to act as a member of the Environmental, Social and the Governance Committee, Food Safety Committee and the Risk Management Committee of the Company, with effect on 15 July 2021. Mr. Organ has also resigned from his positions as a director, the president and chief executive officer of Smithfield Foods, Inc. (an indirect wholly-owned subsidiary of the Company) (‘‘Smithfield’’) with effect from 8 July 2021. Accordingly, Mr. Organ has ceased to hold any position with the Group with effect from 15 July 2021, save for provision of the strategic consulting and advisory services from time to time as may be reasonably requested by the chief executive officer of Smithfield until 5 August 2024.

Mr. Organ has confirmed that he has no disagreement with the Board and there is no matter regarding his resignation that needs to be brought to the attention of the Shareholders.

The Board would like to express its gratitude to Mr. Organ for his valuable contribution to the Group during his tenure of office.

By order of the board of WH Group Limited Wan Long Chairman and Chief Executive Officer

Hong Kong, 15 July 2021

As at the date of this announcement, the executive Directors are Mr. WAN Long, Mr. GUO Lijun, and Mr. MA Xiangjie; 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.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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