WH Group Limited — M&A Activity 2017

Sep 26, 2017

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.

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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)

VOLUNTARY ANNOUNCEMENT

ACQUISITIONS OF COMPANIES IN ROMANIA BY SMITHFIELD

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

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

THE ACQUISITIONS

On September 25, 2017, Smithfield (through its wholly-owned subsidiary) entered into a share purchase agreement, pursuant to which Smithfield (through its wholly-owned subsidiary) agreed to acquire 100% of the share capital of Elit and Vericom, conditional upon, among other things, obtaining anti-monopoly approval from the relevant regulatory authorities.

Elit and Vericom operate three packaged meats manufacturing facilities, five distribution centers and related assets in Romania. The two companies manufacture and sell, through a nationwide distribution network to over 12,000 customers, approximately 25,000 metric tons of branded, packaged meats annually (with the capacity to grow to 45,000 metric tons).

The Group expects the Acquisitions to give Smithfield a leading position in the Romanian packaged meats market with a branded portfolio of products sold in the higher margin traditional channel.

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LISTING RULES IMPLICATIONS

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the sellers of Elit and Vericom, who are natural persons, is a third party independent of the Company and its connected persons.

As the Acquisitions were entered into with the same counterparties, 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.

DEFINITIONS

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

“Acquisitions”	collectively, the acquisitions of all the shares in each of Elit
	and Vericom
“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
“Elit”	Elit SRL, a limited liability company organized under the
	laws of Romania
“Group”	the Company and its subsidiaries
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“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

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“Vericom”

Vericom SRL, a limited liability company organized under the laws of Romania

By order of the Board of WH Group Limited Wan Long Chairman and Chief Executive Director

Hong Kong, September 25, 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 nonexecutive directors of the Company are Mr. HUANG Ming, Mr. LEE Conway Kong Wai and Mr. LAU, Jin Tin Don.

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