WH : Circulars - (1) Proposed Re-election of Retiring Directors (2) Proposed Granting of General Mandates to Repurchase Shares and to Issue Shares (3) Proposed Change of Auditor (4) Proposed Final Dividend and (5) Notice of the Annual General Meeting

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. PROPOSED CHANGE OF AUDITOR
4. PROPOSED FINAL DIVIDEND AND
5. 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 Diamond I, Level 3, The Ritz-Carlton Hong Kong, International Commercial Centre, 1 Austin Road West, Kowloon, Hong Kong on Tuesday, May 23, 2017 at 3:30 p.m. is set out on pages 15 to 18 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 May 21, 2017) 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.

April 13, 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

1. Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . 5

2. Proposed Granting of General Mandate to

Repurchase Shares and to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . 5

4. Proposed Change of Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

5. Proposed Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

6. Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

7. Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . 7

8. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

9. Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Appendix I - Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . 9 Appendix II - Explanatory Statement on the Share Repurchase Mandate . . 12 Notice of Annual General Meeting 15

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

"2016 Final Dividend" a final dividend of HK$0.21 per Share for the year

ended December 31, 2016

"Annual General Meeting" an annual general meeting of the Company to be held

at Diamond I, Level 3, The Ritz-Carlton Hong Kong, International Commercial Centre, 1 Austin Road West, Kowloon, Hong Kong on Tuesday, May 23, 2017 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 15 to 18 of this circular

"Articles of Association" the articles of association of the Compan y, as

amended and adopted from time to time

"Audit Committee" the audit committee of the Company

"Board" the board of Directors

"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

"Deloitte" Deloitte Touche Tohmatsu, Certified Public Accountants

"Director(s)" the director(s) of the Company

"Ernst & Young" Ernst & Young, Certified Public Accountants

"Group" the Company and its subsidiaries

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"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 Date" April 6, 2017, being the latest practicable date prior to

the printing of this circular for ascertaining certain information in this circular

"Listing Date" August 5, 2014, being the date of the listing of the Shares on the Main Board of the Stock Exchange

"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 Mandate" a general mandate proposed to be granted to the

Directors as set out in item 6 of the notice of the Annual General Meeting

"Shuanghui Development" Henan Shuanghui Investment & Development Co.,

Ltd. ( 河南雙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 company established under the laws of the PRC and an indirect wholly owned subsidiary of the Company in the PRC