MediNet Group Limited — Share Issue/Capital Change 2016

May 24, 2016

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) 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.

Unless otherwise defined, capitalised terms in this announcement shall have the same meanings as those defined in the prospectus dated 24 May 2016 (the “Prospectus”) of MediNet Group Limited (the “Company”).

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company. Potential investors should read the Prospectus carefully for detailed information about the Placing described below before deciding whether or not to invest in the Placing Shares thereby being offered.

MediNet Group Limited

醫匯集團有限公司

(incorporated in the Cayman Islands with limited liability)

LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PLACING

Number of Placing Shares : 260,000,000 Placing Shares
Placing Price : Not more than HK$0.27 per Placing Share and expected to be not less than HK$0.25 per Placing Share (payable in full on application plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%)

Nominal value : HK$0.01 per Share
Board lot : 10,000 Shares
Stock code : 8161

Sponsor

大有融資有限公司
MESSIS CAPITAL LIMITED

Bookrunner and Lead Manager

鼎成證券有限公司
Gransing Securities Co., Limited

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Printed copies of the Prospectus as required by the GEM Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) are available, for information purposes only, during normal office hours from 9:30 a.m. to 5:00 p.m. (Hong Kong time) from 24 May 2016 to 31 May 2016 (both dates inclusive) at the offices of Messis Capital Limited at Room 1606, 16th Floor, Tower 2, Admiralty Centre, 18 Harcourt Road, Hong Kong.

Pursuant to the Underwriting Agreement, the Company is offering 260,000,000 Placing Shares for subscription by way of Placing at the Placing Price, in aggregate representing 25% of the issued share capital of the Company upon completion of the Placing and the Capitalisation Issue, subject to the terms and conditions as set out in the Underwriting Agreement and the Prospectus. It is expected that the Underwriters, on behalf of the Company, will conditionally place 260,000,000 Placing Shares at the Placing Price to selected professional, institutional and other investors in Hong Kong.

Application for the Placing Shares will only be considered on the basis of the terms and conditions as set out in the Prospectus and the Underwriting Agreement.

The Placing is conditional upon the fulfillment of the conditions as set out in the paragraph headed "Conditions of the Placing" in the section headed "Structure and conditions of the Placing" in the Prospectus. In the event that the conditions of the Placing as mentioned in the Prospectus are not fulfilled or waived pursuant to the terms of the Underwriting Agreement prior to the time and date specified in the Prospectus, the Placing will lapse and thereafter all monies received will be refunded to the applicants of the Placing Shares without interest and the Stock Exchange will be notified immediately. Notice of the lapse of the Placing will be published by the Company on the Stock Exchange's website at www.hkexnews.hk and the Company's website at www.MediNetGroup.com on the next Business Day following the date of such lapse.

The Placing Shares are fully underwritten by the Underwriters pursuant to the Underwriting Agreement. Prospective investors of the Placing Shares should note that the Lead Manager (for itself and on behalf of the other Underwriters) is entitled to terminate the Underwriting Agreement with immediate effect by giving notice in writing to the Company upon the occurrence of any events set forth under the paragraph headed "Grounds for termination" in the section headed "Underwriting" in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date, which is expected to be Tuesday, 31 May 2016.

Application has been made to the Stock Exchange for the listing of, and permission to deal in, the Shares issued and to be issued pursuant to the Placing and the Capitalisation Issue as described in the Prospectus.

Subject to the granting by the Stock Exchange of the listing of, and permission to deal in, the Shares on GEM as set out in the Prospectus, as well as the compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or, under contingent situation, on any other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second Business Day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made for the Shares to be admitted into CCASS.

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The Placing Price will not be more than HK$0.27 per Placing Share and is expected to be not less than HK$0.25 per Placing Share. The Placing Price is expected to be fixed by the Price Determination Agreement between the Lead Manager (also in its capacity as the Underwriter) and the Company on the Price Determination Date. The Price Determination Date is expected to be on Wednesday, 25 May 2016. If for any reason, the Placing Price is not agreed on that date, or such later date as agreed by the Company and the Lead Manager (also in its capacity as the Underwriter), the Placing will not become unconditional and will not proceed. In such event, the Company will issue an announcement on the website of the Stock Exchange (www.hkexnews.hk) and the Company's website at (www.MediNetGroup.com) on or before Monday, 30 May 2016.

The Company will not issue temporary documents or evidence of title. All Share certificates will only become valid documents of title when the Placing has become unconditional in all respects and the Underwriting Agreement has not been terminated in accordance with its terms prior to 8:00 a.m. (Hong Kong time) on the Listing Date. No receipt will be issued for the subscription monies for the Placing Shares. If the Placing does not become unconditional or if the Underwriting Agreement is terminated in accordance with its terms, the Company will make an announcement as soon as practicable.

The announcement of the final placing price, the level of indications of interests in the Placing and the basis of allocation of the Placing Shares will be published on the Stock Exchange's website at www.hkexnews.hk and the Company's website at www.MediNetGroup.com on Monday, 30 May 2016.

Dealings in the Shares on GEM are expected to commence at 9:00 a.m. (Hong Kong time) on 31 May 2016. The Shares will be traded in board lot of 10,000 Shares each. The GEM stock code for the Shares is 8161.

By order of the Board
MEDINET GROUP LIMITED
Chan Chi Wai Nelson
Chairman of the Board and Executive Director

Hong Kong, 24 May 2016

As at the date of this announcement, the executive Directors are Mr. Chan Chi Wai Nelson and Ms. Jiang Jie and the independent non-executive Directors are Dr. Lieu Sek Yiu Geoffrey, Mr. Leung Po Hon and Mr. Wong Wai Leung.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement and a copy of the Prospectus will remain on the Stock Exchange's website at www.hkexnews.hk, and in the case of the announcement, on the "Latest Company Announcements" page for at least 7 days from the day of its posting. This announcement and a copy of the Prospectus will also be published on and will remain on the Company's website at www.MediNetGroup.com.