E151032620Ann.indd

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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Well Way Group Limited.


Well Way Group Limited

和 滙 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8063)


SUPPLEMENTAL UNDERWRITING AGREEMENT IN RELATION TO THE NEW RIGHTS ISSUE ON THE BASIS OF TWO RIGHTS SHARES FOR EVERY ONE EXISTING SHARE HELD ON THE RECORD DATE


Underwriters to the New Rights Issue Excellent Mind Investments Limited


Reference is made to the Announcement in relation to, among other matters, the Rights Issue. Subsequent to the publication of the Announcement, the Board proposes to purchase office properties, which requires more financial resources. Accordingly, on 13 November, 2015 (after trading hours of the Stock Exchange), the Company and the Underwriters entered into the Supplemental Underwriting Agreement to vary certain terms of the Underwriting Agreement.


THE NEW RIGHTS ISSUE


Under the New Rights Issue, the Company proposes to raise approximately HK$152.91 million, before expenses, by issuing 1,529,144,700 Rights Shares at the Subscription Price of HK$0.10 per Rights Share on the basis of two (2) Rights Shares for every one (1) existing Share held on the Record Date and payable in full upon application.


Assuming that there will be no further issue of new Shares or repurchase of Shares from the date of this announcement up to the Record Date, the number of 1,529,144,700 Rights Shares that may be allotted and issued pursuant to the New Rights Issue represents (i) 200.00% of the Company's issued

share capital as at the date of this announcement; and (ii) 66.67% of the Company's issued share capital of 2,293,717,050 Shares as enlarged by the allotment and issue of the 1,529,144,700 Rights Shares immediately after completion of the New Rights Issue.


The gross proceeds from the New Rights Issue will be approximately HK$152.91 million. The net proceeds from the New Rights Issue after deducting all relevant expenses are estimated to be approximately HK$146.5 million, which are intended to be used for new money lending business (operation of which is regulated under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong)); (ii) the Group's new asset management business (operation of which is type 9 regulated activity regulated under the SFO); (iii) the Group's investment in financial instruments available in local financial market and/or listed or unlisted companies in Hong Kong; (iv) future development of the Group's businesses; (v) acquiring an office premise in Hong Kong for the Group as head office; and

(vi) general working capital of the Group.


Save for the amendment as mentioned above, the terms and the timetable of the New Rights Issue are the same as the Right Issue announced on 8 October 2015.


WARNING OF THE RISK OF DEALINGS IN THE SHARES AND THE NIL-PAID RIGHTS SHARES


Shareholders and potential investors should note that the New Rights Issue is conditional upon the Underwriting Agreement as supplemented by the Supplemental Underwriting Agreement having become unconditional and the Underwriters not having terminated the Underwriting Agreement as supplemented by the Supplemental Underwriting Agreement in accordance with the terms thereof. Accordingly, the New Rights Issue may or may not proceed.


The Shares will be dealt in on an ex-entitlements basis from Tuesday, 15 December 2015. Dealings in the Rights Shares in the nil-paid form will take place from Tuesday, 29 December 2015 to Wednesday, 6 January 2016 (both dates inclusive). If the conditions of the New Rights Issue are not fulfilled or the Underwriting Agreement as supplemented by the Supplemental Underwriting Agreement is terminated, the New Rights Issue will not proceed. Any Shareholders or other persons contemplating selling or purchasing Shares and/or Rights Shares in their nil-paid form who are in any doubt about their position are recommended to consult their professional advisers. Any Shareholders or other persons dealing in Shares up to the date on which all the conditions to which the New Rights Issue is subject are fulfilled (and the date on which the Underwriters' right of termination of the Underwriting Agreement as supplemented by the Supplemental Underwriting Agreement ceases) and any persons dealing in the nil-paid Rights Shares during the period from Tuesday, 29 December 2015 to Wednesday, 6 January 2016 (both dates inclusive) will accordingly bear the risk that the New Rights Issue may not become unconditional and may not proceed.


Shareholders and potential investors should exercise extreme caution when dealings in the Shares and the nil-paid Rights Shares, and if they are in any doubt about their position, they should consult their professional advisers.


Terms capitalised herein unless defined otherwise shall have the same meaning as those in the announcement of Well Way Group Limited dated 8 October 2015 ('Announcement').


Subsequent to the publication of the Announcement, the Board proposes to purchase office properties, which requires more financial resources. Accordingly, on 13 November 2015 (after trading hours of the Stock Exchange), the Company and the Underwriters entered into the supplemental underwriting agreement ('Supplemental Underwriting Agreement') to vary certain terms of the Underwriting Agreement.


THE NEW RIGHTS ISSUE


The Company proposes to raise approximately HK$152.91 million, before expenses, by issuing 1,529,144,700 Rights Shares at the Subscription Price of HK$0.10 per Rights Share on the basis of two

(2) Rights Shares for every one (1) existing Share held on the Record Date and payable in full upon application ('New Rights Issue'), details of which are set out as follows:


The New Rights Issue statistics


Basis of the entitlement: Two (2) Rights Shares for every one (1) existing Share held on the

Record Date


Subscription Price: HK$0.10 per Rights Share


Number of Shares in issue as at the date of this

announcement:

764,572,350 Shares


Number of Rights Shares to be issued:

1,529,144,700 Rights Shares (based on the number of Shares in issue as at the date of this announcement and assuming no further issue of new Shares or repurchase of Shares on or before the Record Date)


Number of Rights Shares underwritten by the

Underwriters:

1,529,144,700 Rights Shares. Accordingly, the Rights Shares are fully underwritten

Number of enlarged Shares in issue upon completion of the New Rights Issue:

2,293,717,050 Shares (based on the number of Shares in issue as at the date of this announcement and assuming no further issue of new Shares or repurchase of Shares on or before the Record Date)


Rights in excess applications: Qualifying Shareholders may apply for Rights Shares in excess of their

provisional allotment


As at the date of this announcement, the Company has no outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into, Shares.


Assuming that there will be no further issue of new Shares or repurchase of Shares from the date of this announcement up to the Record Date, the number of 1,529,144,700 Rights Shares that may be allotted and issued pursuant to the New Rights Issue represents (i) 200.00% of the Company's issued share capital as at the date of this announcement; and (ii) 66.67% of the Company's issued share capital of 2,293,717,050 Shares as enlarged by the allotment and issue of the 1,529,144,700 Rights Shares immediately after completion of the New Rights Issue.


The aggregate nominal value of the Rights Shares will be HK$15,291,447.


Basis of entitlement


The basis of the provisional entitlement shall be two (2) Rights Shares for every one (1) existing Share held on the Record Date. Application for all or any part of a Qualifying Shareholder's provisional allotment should be made by completing the PAL and lodging the same with a remittance for the Rights Shares being applied for.


The Supplemental Underwriting Agreement


On 13 November 2015 (after trading hours of the Stock Exchange), the Company and the Underwriters entered into the Supplemental Underwriting Agreement to vary certain terms of the Underwriting Agreement.


Date of the Supplemental

Underwriting Agreement:

13 November 2015


Underwriters: Excellent Mind and Kingston


Number of Rights Shares to be underwritten:

The New Rights Issue is fully underwritten. The total number of Rights Shares, being 1,529,144,700 Rights Shares, will be underwritten severally by the Underwriters in the following manner:

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