China E Learning : DISCLOSEABLE TRANSACTION ON-MARKET PURCHASES OF WAI CHI SHARES FURTHER INFORMATION (in PDF)

ad52cae0-71f9-44fd-8b58-6358e84276b0.pdf

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.

CHINA E-LEARNING GROUP LIMITED

中 國 網 絡 教 育 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 08055)

DISCLOSEABLE TRANSACTION ON-MARKET PURCHASES OF WAI CHI SHARES FURTHER INFORMATION

Reference is made to the announcement of China E-Learning Group Limited (the "Company") dated 15 January 2016 (the "Announcement") in respect of a discloseable transaction of the Company. Unless the context otherwise requires, all capitalized terms used herein shall have the same meanings as those defined in the Announcement.

The Board wishes to provide the following additional information to the shareholders and potential investors of the Company.

1. THE ACQUISITION

   
   

   During the period from 17 December 2015 to 14 January 2016, the Company purchased a total of 7,427,000 Wai Chi Shares on the Stock Exchange at the prices per Wai Chi Share ranging from HK$3.33 to HK$4.00. The total consideration of the Acquisition was approximately HK$29.4 million.

2. INFORMATION ON WAI CHI SHARES

   
   

   The table below sets out the profit before and after tax of the Wai Chi Group for the six months ended 30 June 2015, the year ended 31 December 2014 and the year ended 31 December 2013, such information is extracted from the 2015 interim report of Wai Chi, the 2014 annual report of Wai Chi and the prospectus of Wai Chi dated 4 November 2014:

   
   

   For the six	For the	For the
   months ended	year ended	year ended
   30 June 2015	31 December 2014	31 December 2013
   HK$'000	HK$'000	HK$'000
   Profit before tax	(Unaudited) 44,676	(Audited) 81,588	(Audited) 69,559
   Profit after tax	36,130	61,193	55,190

   
   

3. REASON FOR THE ACQUISITION

The Acquisition was made by the Company solely for trading purpose.

By Order of the Board

China E-Learning Group Limited Yuan Wei

Executive Director

Hong Kong, 18 January 2016

As at the date of this announcement, the Board comprises two executive directors, namely Mr. Yuan Wei and Mr. Yang Jilin; one non-executive director, Mr. Li Xiangjun; and three independent non-executive directors, namely Dr. Huang Chung Hsing, Mr. Li Qunsheng and Ms. Li Ya Ru Nancy.

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 in this announcement misleading.

This announcement will remain on the GEM website at www.hkgem.com on the "Latest Company Announcements" page and the website of the Company at www.chinae-learning.com for at least 7 days from the date of its publication.