WH : (1) PROPOSED RE-ELECTION OF RETIRING DIRECTORS (2) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES (3) PROPOSED FINAL DIVIDEND AND (4) NOTICE OF THE ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in WH Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

WH Group Limited

萬 洲 國 際 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 288)

1. PROPOSED RE-ELECTION OF RETIRING DIRECTORS
2. PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES
3. 1. 1. PROPOSED FINAL DIVIDEND AND
   2. NOTICE OF THE ANNUAL GENERAL MEETING

Capitalized terms used in this cover shall have the same meanings as those defined in this circular.

A notice convening the Annual General Meeting of WH Group Limited to be held at The Diamond Ballroom I, Level 3, The Ritz-Carlton, Hong Kong, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Tuesday, June 1, 2021 at 3 : 30 p.m. is set out on pages 18 to 22 of this circular. A form of proxy for use at the Annual General Meeting is also sent to the Shareholders together with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.wh-group.com).

Whether or not you intend to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to Computershare, the branch share registrar of the Company in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. before 3 : 30 p.m. on Sunday, May 30, 2021) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so desire.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In order to facilitate the prevention and control of the spread of COVID-19 at the Annual General Meeting, the Company will implement the following measures at the Annual General Meeting:

1. compulsory body temperature checks;
2. wearing of surgical face masks; and
3. no distribution of corporate gifts and refreshments.

The Shareholders are encouraged to appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting, instead of attending the Annual General Meeting in person.

April 23, 2021

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

3. Proposed Granting of General Mandate to Repurchase Shares

	and to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Proposed Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . .	8
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
9.	Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I	-	Details of the Retiring Directors Proposed to be Re-elected
			at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix II	-	Explanatory Statement on the Share Repurchase Mandate . . . . . . . . .	15
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

''2020 Final Dividend''	a final dividend of HK$0.125 per Share for the year ended
	December 31, 2020
''Annual General	an annual general meeting of the Company to be held at The
Meeting''	Diamond Ballroom I, Level 3, The Ritz-Carlton, Hong Kong,
	International Commerce Centre, 1 Austin Road West, Kowloon,
	Hong Kong on Tuesday, June 1, 2021 at 3 : 30 p.m., or any
	adjournment thereof, to consider and, if thought fit, approve the
	resolutions contained in the notice of the Annual General
	Meeting which is set out on pages 18 to 22 of this circular
''Articles of	the articles of association of the Company, as amended and
Association''	adopted from time to time
''Board''	the board of Directors
''Chang Yun Share	the share plan dated December 23, 2019, under which a group of
Plan''	existing and former employees of the Group hold 100% of the
	beneficial interests in Auspicious Joy Enterprises Limited, which
	in turn holds 100% of the equity interest in Chang Yun Holdings
	Limited
''Company''	WH Group Limited, a company incorporated in the Cayman
	Islands with limited liability, the Shares of which are listed on the
	Main Board of the Stock Exchange
''Computershare''	Computershare Hong Kong Investor Services Limited, the
	branch share registrar of the Company in Hong Kong
''COVID-19''	Coronavirus Disease 2019
''Director(s)''	the director(s) of the Company
''Ernst & Young''	Ernst & Young, Certified Public Accountants and Registered
	Public Interest Entity Auditor
''Group''	the Company and its subsidiaries
''Heroic Zone Share	the share plan dated December 25, 2009, revised on December
Plan''	17, 2012 and July 11, 2016 respectively, under which a group of
	existing and former employees of Shuanghui Development and
	its associated entities hold 100% of the beneficial interests in
	Rise Grand Group Limited, which in turn holds 100% of the
	equity interest in Heroic Zone Investments Limited
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong

- 1 -

DEFINITIONS

''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Issuance Mandate''	a general mandate proposed to be granted to the Directors as set
	out in item 7 of the notice of the Annual General Meeting
''Latest Practicable	April 15, 2021, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information in
	this circular
''Listing Rules''	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
''PRC''	the People's Republic of China
''RMB''	Renminbi, the lawful currency of the PRC
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
''Share(s)''	ordinary share(s) with nominal value of US$0.0001 each in the
	share capital of the Company
''Shareholder(s)''	holder(s) of Share(s)
''Share Repurchase	a general mandate proposed to be granted to the Directors as set
Mandate''	out in item 6 of the notice of the Annual General Meeting
''Shuanghui	Henan Shuanghui Investment & Development Co., Ltd. (河南雙
Development''	匯投資發展股份有限公司), a company established under the laws
	of the PRC and an indirect non-wholly owned subsidiary of the
	Company, the shares of which are listed on the Shenzhen Stock
	Exchange in the PRC
''Shuanghui Group''	Henan Luohe Shuanghui Industry Group Co., Ltd. (河南省漯河
	市雙匯實業集團有限責任公司), a limited liability company
	established under the laws of the PRC on August 29, 1994 and
	an indirect wholly-owned subsidiary of the Company which
	ceased operation and was deregistered following the completion
	of the internal restructuring of the Group in September 2019
''Smithfield''	Smithfield Foods, Inc., a corporation incorporated in the
	Commonwealth of Virginia, the U.S. and an indirect
	wholly-owned subsidiary of the Company
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''subsidiary''	has the meaning ascribed thereto under the Listing Rules

- 2 -

DEFINITIONS

''Takeovers Code''	the Code on Takeovers and Mergers as amended from time to
	time
''U.S.''	the United States of America
''US$''	United States dollars, the lawful currency of the U.S.
''%''	per cent

- 3 -

LETTER FROM THE BOARD

WH Group Limited 萬 洲 國 際 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 288)

Executive Directors:	Registered Office:
Mr. WAN Long (Chairman and	Maples Corporate Services Limited
Chief Executive Officer)	PO Box 309, Ugland House
Mr. WAN Hongjian (Deputy Chairman and	Grand Cayman
Vice President)	KY1-1104
Mr. GUO Lijun (Executive Vice President and	Cayman Islands
Chief Financial Officer)
Mr. Dennis Pat Rick ORGAN (President	Principal Place of Business and
and Chief Executive Officer of Smithfield)	Corporate Headquarters in Hong Kong:
Mr. MA Xiangjie (President of	Unit 7602B-7604A
Shuanghui Development)	Level 76, International Commerce Centre
	1 Austin Road West
Non-executive Director:	Kowloon
Mr. JIAO Shuge	Hong Kong
Independent Non-executive Directors:
Mr. HUANG Ming
Mr. LEE Conway Kong Wai
Mr. LAU, Jin Tin Don
	April 23, 2021
To the Shareholders
Dear Sir/Madam,

1. PROPOSED RE-ELECTION OF RETIRING DIRECTORS
2. PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES
3. 1. 1. PROPOSED FINAL DIVIDEND AND
   2. NOTICE OF THE ANNUAL GENERAL MEETING

- 4 -

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information of the resolutions to be proposed, and if thought fit, to be approved at the Annual General Meeting in respect of:

1. the re-election of the retiring Directors;
2. the granting of the Share Repurchase Mandate and the Issuance Mandate to the Directors; and
3. the proposed payment of the 2020 Final Dividend.

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Article 16.18 of the Articles of Association, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third) shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall retain office until the close of the meeting at which he retires and shall be eligible for re-election thereat.

In accordance with Article 16.18 of the Articles of Association, Mr. WAN Long, Mr. WAN Hongjian and Mr. MA Xiangjie shall retire from their offices as Directors at the Annual General Meeting. Mr. WAN Long, Mr. WAN Hongjian and Mr. MA Xiangjie being eligible, will offer themselves for re-election at the Annual General Meeting.

Pursuant to Article 16.2 of the Articles of Association, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting.

In accordance with Article 16.2 of the Articles of Association, Mr. Dennis Pat Rick ORGAN, was appointed as a Director on January 4, 2021, shall retire from his office as Director at the Annual General Meeting. Mr. Dennis Pat Rick ORGAN being eligible, will offer himself for re-election at the Annual General Meeting.

The details of Mr. WAN Long, Mr. WAN Hongjian, Mr. MA Xiangjie and Mr. Dennis Pat Rick ORGAN are set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES AND TO ISSUE SHARES

Pursuant to the resolutions passed by the Shareholders at the annual general meeting of the Company on June 2, 2020, (i) a general mandate was granted to the Directors to repurchase Shares not exceeding 10% of the aggregate nominal amount of the issued share

- 5 -

LETTER FROM THE BOARD

capital of the Company as at June 2, 2020, and (ii) a general mandate was granted to the Directors to issue, allot and deal with additional Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at June 2, 2020, and such general mandate was extended by the aggregate nominal amount of the Shares repurchased by the Company. Such mandates will lapse at the conclusion of the Annual General Meeting.

In order to give the Company the flexibility to repurchase Shares and issue Shares if and when appropriate, ordinary resolutions will be proposed at the Annual General Meeting to approve:

1. the granting of the Share Repurchase Mandate to the Directors to purchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares as at the date of passing of the ordinary resolution as set out in item 6 of the notice of the Annual General Meeting (i.e. 1,474,567,078 Shares, on the basis that the total number of issued Shares will remain unchanged on the date of the Annual General Meeting);
2. the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 10% of the total number of issued Shares as at the date of passing of the ordinary resolution as set out in item 7 of the notice of the Annual General Meeting (i.e. 1,474,567,078 Shares on the basis that the total number of issued Shares will remain unchanged on the date of the Annual General Meeting); and
3. the extension of the Issuance Mandate by adding the total number of Shares repurchased by the Company since the granting of the Share Repurchase Mandate, as set out in item 8 of the notice of the Annual General Meeting.

The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Share Repurchase Mandate or to issue any Shares pursuant to the Issuance Mandate.

An explanatory statement required by the Listing Rules to provide the Shareholders with the information reasonably necessary to enable such Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to approve the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.

4. PROPOSED FINAL DIVIDEND

As disclosed in the announcement of the Company dated March 30, 2021, the Board has recommended the payment of the 2020 Final Dividend of HK$0.125 per Share for the year ended December 31, 2020 to the Shareholders subject to the approval of the Shareholders at the Annual General Meeting. Taking into account of the interim dividend of HK$0.05 per Share paid on October 15, 2020, total dividend for the year ended December 31, 2020 will be HK$0.175 per Share (2019 : HK$0.315 per Share). The 2020 Final Dividend is expected to be paid in cash to the Shareholders on or about Wednesday, July 7, 2021.

- 6 -

LETTER FROM THE BOARD

5. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed during the following periods and during these periods, no transfer of Shares will be registered:

1. To attend and vote at the Annual General Meeting

For the purpose of ascertaining the Shareholders' entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Thursday, May 27, 2021 to Tuesday, June 1, 2021, both days inclusive. In order to be eligible to attend and vote at the Annual General Meeting, all transfers of Shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged for registration with Computershare at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4 : 30 p.m. on Wednesday, May 26, 2021.

(ii) To qualify for the proposed 2020 Final Dividend

For the purpose of ascertaining the Shareholders' entitlement to the proposed 2020 Final Dividend, the register of members of the Company will be closed from Tuesday, June 8, 2021 to Thursday, June 10, 2021, both days inclusive. In order to qualify for the proposed 2020 Final Dividend, all transfers of Shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged for registration with Computershare at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4 : 30 p.m. on Monday, June 7, 2021.

6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 18 to 22 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules and Article 13.6 of the Articles of Association, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the Annual General Meeting is sent to the Shareholders together with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.wh-group.com). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to Computershare, the branch share registrar of the Company in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of

- 7 -

LETTER FROM THE BOARD

the Annual General Meeting (i.e. before 3 : 30 p.m. on Sunday, May 30, 2021) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting if you so desire.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting at the Annual General Meeting.

7. PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In order to facilitate the prevention and control of the spread of COVID-19 at the Annual General Meeting and to comply with the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation (Chapter 599G of the Laws of Hong Kong) (the ''Regulation''), the Company will implement the following measures at the Annual General Meeting to safeguard the health and safety of the attending Shareholders, investors, staff and other stakeholders:

1. Seating at the meeting will be arranged so as to comply with relevant Regulation. As a result, there will be limited seating capacity. The Company may limit the number of attendees at the Annual General Meeting for compliance with such Regulation.
2. Compulsory Body temperature checks will be conducted on each of the Shareholders, proxies and other attendees of the Annual General Meeting prior to his/her entry into the venue of the Annual General Meeting. Any person with a body temperate of over 37.4 degrees Celsius will not be admitted to the Annual General Meeting venue.
3. All attendees are required to wear surgical face masks at all times during the Annual General Meeting.
4. There will be no distribution of corporate gifts and refreshments to minimise person-to-person contact.

Any person, who (i) refuses to comply with the above precautionary measures; (ii) is subject to any prescribed quarantine by the Hong Kong Government or has close contact with any person under quarantine; or (iii) has any respiratory symptoms or is otherwise unwell will be denied entry into or be required to leave the Annual General Meeting venue at the absolute discretion of the Company as permitted by law.

The Company will closely monitor the development of the COVID-19 pandemic and ensure that the Annual General Meeting will be conducted in compliance with the laws, regulations and measures introduced by the Hong Kong Government from time to time. Where necessary, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

- 8 -

LETTER FROM THE BOARD

The Shareholders are reminded that attendance in person at the Annual General Meeting is not necessary for the purpose of exercising their voting rights. The Shareholders are encouraged to, by using the accompanying form of proxy, appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting, instead of attending the Annual General Meeting in person.

If the Shareholders have any questions relating to the Annual General Meeting, please contact Computershare, the branch share registrar of the Company in Hong Kong, whose contact details are as follows:

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre 183 Queen's Road East Wanchai, Hong Kong Website: www.computershare.com/hk/contact

Tel: [phone]

Fax: [phone]

The Shareholders are also welcome to contact the Company for enquiries relating to the resolutions at the Annual General Meeting or any matters for communication with the Board. All enquiries shall be in writing and sent by post to the principal office of the Company in Hong Kong for the attention of the Company Secretary.

8. RECOMMENDATION

The Directors consider that (i) the proposed re-election of the retiring Directors; (ii) the proposed granting of the Share Repurchase Mandate and Issuance Mandate to the Directors; and (iii) the proposed payment of the 2020 Final Dividend are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all resolutions to be proposed at the Annual General Meeting.

9. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

For and on behalf of the Board

WH Group Limited

Wan Long

Chairman and Chief Executive Officer

- 9 -

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are the details of the Directors who will retire, and being eligible, offer themselves for re-election at the Annual General Meeting.

EXECUTIVE DIRECTORS

WAN Long (萬隆), age 80, was appointed as a Director on October 16, 2007 and has been the Chairman of our Board since November 26, 2010. He also holds directorships in various subsidiaries of the Group. He was designated as our executive Director on December 31, 2013 and has been the Company's chief executive officer since October 2013. Mr. Wan Long has been the chairman of the board of Shuanghui Development (a company listed on the Shenzhen Stock Exchange with stock code 000895 and our subsidiary) since August 20, 2012. Mr. Wan Long joined Henan Luohe Meat Products Processing United Factory (河南省漯河市肉類聯合加工廠 ) in May 1968 and became the general manager of the factory in 1984. Under Mr. Wan Long's direction, our business has grown from a local state-owned enterprise in Henan Province into an international company with operations spanning various continents. Mr. Wan Long has over 50 years of experience in the meat processing industry. He was a representative of the Ninth to Twelfth China's National People's Congress (中華人民共和國全國人民代表大會) in 1998, 2003, 2008 and 2013 and was appointed as an executive director of the China Meat Association (中國肉類協會) from December 2006 to December 2011 and a senior consultant of the China Meat Association (中國肉類協會) in 2001. Mr. Wan Long received his professional certificate in business management from the Henan University of Animal Husbandry and Economy (河南牧業經 濟學院, previously The Henan Business College (河南商業專科學校)) in May 1991 and was awarded the senior economist professional qualification issued by the Henan Province Advanced Professional Titles Adjudication Committee (Economic Disciplines) (河南省經濟 系列高級評審委員會) in July 1999. Mr. Wan Long is the father of Mr. Wan Hongjian.

Mr. Wan Long has entered into a service contract with the Company as an executive Director for a term of three years commencing from August 5, 2014, being the date of the listing of the Shares on the Stock Exchange. Mr. Wan is subject to retirement by rotation and re-election at least once every three years at the annual general meeting in accordance with the Articles of Association. Mr. Wan retired as executive Director by rotation on June 4, 2018 and was re-elected as executive Director on June 4, 2018 for a term of three years commencing on the date of re-election. Mr. Wan is not entitled to receive any director's fee. Mr. Wan is entitled to receive a discretionary management bonus which is determined by the Board with reference to the Company's performance, the prevailing market conditions and the individual director's overall performance after the completion of each service year. For the year ended December 31, 2020, Mr. Wan did not receive any discretionary management bonus and his total emoluments (including compensation as the chief executive officer of the Company) were HK$11,625,000.

As at the Latest Practicable Date, Mr. Wan Long is (i) interested in 1,500,000 Shares;

1. interested in the share options to subscribe for 146,198,889 Shares granted under the pre-IPO share option scheme of the Company; (iii) deemed to be interested in 2,169,781,518 Shares by virtue of his interest in controlled corporations; (iv) deemed to be interested in 1,045,174,040 Shares as a beneficiary of a trust of the Heroic Zone Share Plan; (v) deemed

- 10 -

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

to be interested in 78,509,401 Shares as a beneficiary of a trust of the Chang Yun Share Plan; and (vi) interested in 301,736 shares of Shuanghui Development, being an associated corporation of the Company, each within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Wan Long (1) does not have any interests in the Shares within the meaning of Part XV of the SFO; (2) has not held any other positions with the Company or other members of the Group; (3) has not been a director of any public company, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years; (4) does not have any other major appointments and professional qualifications; (5) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (6) has no other information that needs to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; and (7) has no other matter that needs to be brought to the attention of the Shareholders.

WAN Hongjian (萬洪建), age 52, was appointed as an executive Director on March 26,

2018 with effect from June 4, 2018 and as the deputy chairman of our Board on August 14, 2018. He has also served as a vice president of the Company since April 2016. He is responsible for the international trading business of the Group. Previously, Mr. Wan Hongjian served as a cooked food workshop worker at Henan Luohe Meat Products Processing United Factory (河南省漯河市肉類聯合加工廠 ) from October 1990 to December 1991, as a sales officer in the Beijing sales office of Shuanghui Group from January 1992 to October 1993, as a deputy director of the foreign trading department of Shuanghui Group from November 1993 to September 2010, as deputy general manager of Rotary Vortex in charge of international trading business from February 2012 to October 2013 and as a director of international trading department of the Company from November 2015 to March 2016. Mr. Wan Hongjian graduated from Henan Radio and Television University (河南廣播電視大學) with an associate degree in commercial business management in July 1990. He is the son of Mr. Wan Long.

Mr. Wan Hongjian has entered into a service contract with the Company as an executive Director for a term of three years commencing from June 4, 2018, being the effective date of his appointment. Mr. Wan is subject to retirement by rotation and re-election at least once every three years at the annual general meeting in accordance with the Articles of Association. Mr. Wan retired as executive Director on May 28, 2019 and was re-elected as executive Director on May 28, 2019 for a term of three years commencing on the date of re-election. Mr. Wan is not entitled to receive any director's fee. Mr. Wan is entitled to receive a discretionary management bonus which is determined by the Board with reference to the Company's performance, the prevailing market conditions and the individual director's overall performance after the completion of each service year. For the year ended December 31, 2020, Mr. Wan did not receive any discretionary management bonus and his total emoluments (including compensation as a vice president of the Company) were HK$6,200,400.

- 11 -

APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Save as disclosed above, Mr. Wan Hongjian (1) does not have any interests in the Shares within the meaning of Part XV of the SFO; (2) has not held any other positions with the Company or other members of the Group; (3) has not been a director of any public company, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years; (4) does not have any other major appointments and professional qualifications; (5) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (6) has no other information that needs to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; and (7) has no other matter that needs to be brought to the attention of the Shareholders.

MA Xiangjie (馬相傑), age 49, was appointed as an executive Director on March 26, 2018 with effect from June 4, 2018. He has also served as a director and the president of Shuanghui Development (a company listed on the Shenzhen Stock Exchange with stock code 000895 and our subsidiary) since August 22, 2018 and December 26, 2017, respectively. Previously, he served as the vice president of Shuanghui Development and the general manager of its fresh food division from August 25, 2012 to December 25, 2017. He also holds directorships in various subsidiaries of the Group. Mr. Ma has over 25 years of work experience with the Group. Mr. Ma was the deputy director of Shuanghui Development in charge of the production of fresh meat products department from September 2008 to September 2010. He also served as the general manager of the integrated business department of Shuanghui Group from September 2010 to April 2012. In addition, he has worked as the director of Shuanghui Development Ingredients Factory (雙匯發展香 輔料分廠 ) since May 2001; as a general manager of Luohe Shineway Haiying Seasoning Food Co., Ltd. (漯河雙匯海櫻調味料食品有限公司) since August 2003; as a general manager of Luohe Tianrui Biochemicals Co., Ltd. (漯河天瑞生化有限公司) since April 2004; as a managing director of Luohe Shuanghui Food Sales Co., Ltd. (漯河雙匯食品銷售 有限公司) since October 26, 2012; as a director of Fuxin Shuanghui Meat Processing Co., Ltd. (阜新雙匯肉類加工有限公司) since February 22, 2013; as a director of Heilongjiang Baoquanling Shuanghui Beidahuang Food Co., Ltd. (黑龍江寶泉嶺雙匯北大荒食品有限公 司) since February 22, 2013 and as a director of Shaanxi Shuanghui Food Co., Ltd. (陝西雙 匯食品有限公司) since November 19, 2013. Mr. Ma graduated from the faculty of storage and processing of agricultural products from the Henan Agricultural University (河南農業 大學) in July 1996, obtained the completion certificate for the master of business administration program of the Graduate School of Renmin University (中國人民大學研究 生院) in March 2005 and received his master's degree in food engineering from the Northwest A&F University (西北農林科技大學) in June 2010. In addition, Mr. Ma obtained his qualification as an engineer of light industries issued by the People's Government of Luohe City in June 2003, his qualification as a senior economist issued by the People's Government of Henan Province in March 2019 and his professional light industry senior engineer qualification (vice senior grade) issued by the Human Resources and Social Security Department of Henan Province in April 2020.

Mr. Ma Xiangjie has entered into a service contract with the Company as an executive Director for a term of three years commencing from June 4, 2018, being the effective date of his appointment. Mr. Ma is subject to retirement by rotation and re-election at least once

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APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

every three years at the annual general meeting in accordance with the Articles of Association. Mr. Ma retired as executive Director on May 28, 2019 and was re-elected as executive Director on May 28, 2019 for a term of three years commencing on the date of re-election. Mr. Ma is not entitled to receive any director's fee. Mr. Ma is entitled to receive a discretionary management bonus which is determined by the Board with reference to the Company's performance, the prevailing market conditions and the individual director's overall performance after the completion of each service year. For the year ended December 31, 2020, Mr. Ma did not receive any discretionary management bonus and his total emoluments (including compensation as a director and the president of Shuanghui Development) were RMB7,345,795.

As at the Latest Practicable Date, Mr. Ma Xiangjie is (i) interested in the share options to subscribe for 9,922,417 Shares granted under the pre-IPO share option scheme of the Company; (ii) deemed to be interested in 5,029,376,978 Shares as one of the trustees of the Heroic Zone Share Plan; (iii) deemed to be interested in 17,277,468 Shares as a beneficiary of a trust of the Heroic Zone Share Plan; (iv) deemed to be interested in 62,714,539 Shares as a beneficiary of a trust of the Chang Yun Share Plan; (v) deemed to be interest in 3,000 Shares by virtue of the interest of his spouse in 3,000 Shares of the Company; and (vi) deemed to be interest in 16,350 shares of Shuanghui Development, being an associated corporation of the Company, by virtue of the interest of his spouse in 16,350 shares of Shuanghui Development, each within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Ma Xiangjie (1) does not have any interests in the Shares within the meaning of Part XV of the SFO; (2) has not held any other positions with the Company or other members of the Group; (3) has not been a director of any public company, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years; (4) does not have any other major appointments and professional qualifications; (5) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (6) has no other information that needs to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; and (7) has no other matter that needs to be brought to the attention of the Shareholders.

Dennis Pat Rick ORGAN, age 47, was appointed as an executive Director on January 4, 2021. He has served as a director, president and chief executive officer of Smithfield since November 27, 2020. He has served in various other positions with Smithfield since joining Smithfield in 2010, including vice president from September 2010 to September 2011, senior vice president from December 2015 to December 2018, and chief operating officer from December 2018 to November 26, 2020. Mr. Organ has expertise in overseeing the day-to-day operations of Smithfield's entire vertically integrated business. Mr. Organ began his food industry career as a management trainee with the G&R Felpausch Co., a grocery chain in Michigan, going on to serve as bakery and deli merchandiser for Nash Finch Company (NAFC), director of the bakery and deli department for Spartan Stores Inc. (SPTN), and general manager of the Chicago region of Sherwood Food Distributors LLC.

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APPENDIX I	DETAILS OF THE RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Dennis Pat Rick Organ obtained his Master of Business Administration from The University of Wisconsin-Eau-Clare in 2011.

Mr. Dennis Pat Rick Organ has entered into a service contract with the Company as an executive Director for a term of three years commencing from January 4, 2021, being the effective date of his appointment. Mr. Organ is subject to retirement by rotation and re-election at least once every three years at the annual general meeting in accordance with the Articles of Association. Mr. Organ is not entitled to receive any director's fee. Mr. Organ is entitled to receive a discretionary management bonus which is determined by the Board with reference to the Company's performance, the prevailing market conditions and the individual director's overall performance after the completion of each service year. In addition, Mr. Organ is entitled to a basic annual salary of US$1,500,000 and a performance-based bonus linked to the operating results of Smithfield as a director, president and chief executive officer of Smithfield. As Mr. Organ was appointed as an executive Director on January 4, 2021, Mr. Organ did not receive any directors' emoluments for the year ended December 31, 2020.

As at the Latest Practicable Date, Mr. Dennis Pat Rick Organ is interested in the share options to subscribe for 1,000,000 Shares granted under the pre-IPO share option scheme of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Dennis Pat Rick Organ (1) does not have any interests in the Shares within the meaning of Part XV of the SFO; (2) has not held any other positions with the Company or other members of the Group; (3) has not been a director of any public company, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years; (4) does not have any other major appointments and professional qualifications; (5) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (6) has no other information that needs to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; and (7) has no other matter that needs to be brought to the attention of the Shareholders.

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APPENDIX II	EXPLANATORY STATEMENT ON
	THE SHARE REPURCHASE MANDATE

The following is an explanatory statement required by Rule 10.06(b) of the Listing Rules to provide the Shareholders with information reasonably necessary to enable such Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to approve the granting of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of issued Shares is 14,745,670,786.

Subject to the passing of the ordinary resolution set out in item 6 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that the total number of issued Shares will remain unchanged on the date of the Annual General Meeting, being 14,745,670,786 Shares, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, up to 1,474,567,078 Shares, representing approximately 10% of the total number of issued Shares as at the date of the Annual General Meeting.

2. REASONS FOR SHARE REPURCHASE

The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.

Repurchases of the Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

3. FUNDING OF SHARE REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF SHARE REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended December 31, 2020) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX II	EXPLANATORY STATEMENT ON
	THE SHARE REPURCHASE MANDATE

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous twelve months up to and including the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2020
April	8.00	7.06
May	7.38	6.22
June	7.00	6.44
July	7.57	6.62
August	7.35	6.58
September	6.80	6.20
October	6.90	6.00
November	6.80	5.90
December	6.81	6.28
2021
January	7.27	6.26
February	7.13	6.18
March	7.55	6.26
April (up to and including the Latest Practicable Date)	7.09	6.34

6. GENERAL

To the best of the knowledge of the Directors having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention, in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company, in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

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APPENDIX II	EXPLANATORY STATEMENT ON
	THE SHARE REPURCHASE MANDATE

7. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Rise Grand Group Limited controls Heroic Zone Investments Limited's exercise of voting rights attached to the Shares it holds, and Heroic Zone Investments Limited in turn has the power to control Chang Yun Holdings Limited, High Zenith Limited and Sure Pass Holdings Limited 's exercise of their respective voting rights attached to the Shares they respectively hold. Therefore, to the best knowledge of the Company, as at the Latest Practicable Date, Rise Grand Group Limited, Heroic Zone Investments Limited, Chang Yun Holdings Limited, High Zenith Limited and Sure Pass Holdings Limited will be together entitled to directly and indirectly exercise or control the exercise of the voting power attached to 5,029,376,978 Shares, representing approximately 34.11% of the issued Shares.

Therefore, the abovementioned parties are the controlling shareholders of the Company (as defined in the Listing Rules). In the event that the Directors exercise the proposed Share Repurchase Mandate in full, the shareholding of the abovementioned parties would be increased to approximately 37.90% of the issued Shares.

On the basis of such figures, if the Share Repurchase Mandate is exercised in full by the Company and assuming that abovementioned parties do not receive, acquire or dispose of any Shares, the consequential percentage increase in their shareholding after such repurchase may give rise to an obligation for the abovementioned parties and parties acting in concert with them to make a mandatory offer to the Shareholders under Rule 26 of the Takeovers Code.

Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a consequence of any repurchases pursuant to the Share Repurchase Mandate.

8. REPURCHASE OF SHARES MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).

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NOTICE OF ANNUAL GENERAL MEETING

WH Group Limited

萬 洲 國 際 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 288)

NOTICE IS HEREBY GIVEN that an annual general meeting (the ''Annual General Meeting'') of WH Group Limited (the ''Company'') will be held at The Diamond Ballroom I, Level 3, The Ritz-Carlton, Hong Kong, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Tuesday, June 1, 2021 at 3 : 30 p.m. for the following purposes:

1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended December 31, 2020.
2. (a) To re-elect Mr. WAN Long as an executive director of the Company.
3. 1. To re-elect Mr. WAN Hongjian as an executive director of the Company.
   2. To re-elect Mr. MA Xiangjie as an executive director of the Company.
   3. To re-elect Mr. Dennis Pat Rick ORGAN as an executive director of the Company.
4. To authorize the board of directors of the Company (the ''Board'') to fix the remuneration of all directors of the Company (the ''Directors'').
5. To re-appoint Ernst & Young as the auditor of the Company, to hold office until the conclusion of the next annual general meeting of the Company, and to authorize the Board to fix their remuneration.
6. To declare a final dividend of HK$0.125 per share of the Company for the year ended December 31, 2020.

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NOTICE OF ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

1. ''THAT:
2. 1. subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to purchase its shares in accordance with all applicable laws, rules and regulations;
   2. the total number of shares of the Company to be purchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of subdivision and consolidation of the shares of the Company) and the said mandate shall be limited accordingly; and
   3. for the purposes of this resolution:
      ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
      3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.''
3. ''THAT:
4. 1. subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined below) to allot, issue and deal with additional shares of the Company, or securities convertible into shares of the Company, or options, warrants or similar rights to subscribe for any shares of the Company, and to make or grant offers, agreements and options which might require the exercise of such powers;
   2. the mandate in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

1. the total number of shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
2. 1. a Rights Issue (as defined below);
   2. the exercise of options under a share option scheme of the Company;
   3. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; and
   4. the exercise of rights of subscription or conversion under the term of any securities convertible into shares of the Company, or options, warrants or similar rights to subscribe for any shares of the Company;

shall not exceed 10% of the total number of issued shares of the Company on the date of passing of this resolution (subject to adjustment in the case of subdivision and consolidation of the shares of the Company) and the said mandate shall be limited accordingly; and

1. for the purposes of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

''Rights Issue'' means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).''

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NOTICE OF ANNUAL GENERAL MEETING

8. ''THAT conditional upon the passing of resolutions set out in items 6 and 7 of the notice convening this meeting (the ''Notice''), the general mandate referred to in the resolution set out in item 7 of the Notice be and is hereby extended by the addition to the total number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the total number of shares purchased by the Company pursuant to the mandate referred to in resolution set out in item 6 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of subdivision and consolidation of the shares of the Company).''

By order of the Board

WH Group Limited

Wan Long

Chairman and Chief Executive Officer

Hong Kong, April 23, 2021

Notes:

1. Any shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her to attend and vote on his/her behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
2. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited (''Computershare'') at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. before 3 : 30 p.m. on Sunday, May 30, 2021) or any adjournment thereof. Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the Annual General Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
4. Where there are joint holders of any share, any one of such joint holders may vote at the Annual General Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Annual General Meeting personally or by proxy, then the one of such joint holders so present whose name stands first on the register of members of the Company shall, in respect of such share, be entitled alone to vote in respect thereof.
5. The resolutions at the Annual General Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'') and the results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.wh-group.com) in accordance with the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

1. The register of members of the Company will be closed during the following periods and during these periods, no transfer of the shares of the Company will be registered:
2. 1. To attend and vote at the Annual General Meeting
      For the purpose of ascertaining the shareholders' entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Thursday, May 27, 2021 to Tuesday, June 1, 2021, both days inclusive. In order to be eligible to attend and vote at the Annual General Meeting, all transfers of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged for registration with Computershare at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4 : 30 p.m. on Wednesday, May 26, 2021.
   2. To qualify for the proposed final dividend for the year ended December 31, 2020
      For the purpose of ascertaining the shareholders' entitlement to the proposed final dividend for the year ended December 31, 2020, the register of members of the Company will be closed from Tuesday, June 8, 2021 to Thursday, June 10, 2021, both days inclusive. In order to qualify for the proposed final dividend, all transfers of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged for registration with Computershare at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4 : 30 p.m. on Monday, June 7, 2021.
3. In order to facilitate the prevention and control of the spread of Coronavirus Disease 2019 (COVID-19) at the Annual General Meeting, the Shareholders are encouraged to appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting, instead of attending the Annual General Meeting in person.
4. The Company will implement precautionary measures (as further set out in the circular of the Company dated April 23, 2021) at the Annual General Meeting in compliance with the laws and regulations in Hong Kong in relation to the prevention of COVID-19. Subject to the development of COVID-19 and to the extent permitted under law, the Company may implement further changes and precautionary measures at the Annual General Meeting.

As at the date of this notice, the executive Directors are Mr. WAN Long, Mr. WAN Hongjian, Mr. GUO Lijun, Mr. Dennis Pat Rick ORGAN 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.

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