Quality learning environment goes beyond only focusing on students’ academic achievement. Lately, mindsets and well-being of students come to the fore of research agenda and attract burgeoning interests. Growth mindset (Dweck, 2016) and well-being (2014) of students were measured in the latest PISA alongside other aptitude tests and other items concerning learning environments (OECD, 2018). Growth mindset is important, as it was found to predict better learning strategies used, better self-efficacy, less fear towards failure, and better value of school.PISA focused on measuring students of 15 years old, yet, charting their mindset and well-being beyond that was less systematic and sparse. Furthermore, from previous studies, it has been shown that associate degree students were more prone to self-deprecation upon the head-on failing experience from the public examination (Lee, 2019; Wong, 2018). The objective of the present study was to examine the relationships of students’ mindset (growth vs. fixed), their level of grit (interest and effort), their sense of well-being (environmental mastery, personal growth, self-acceptance); and academic engagements (including also positive and negative emotions) in a group of associate degree students in Hong Kong. A total of 169 students aged between 17 to 19, from a community college in Hong Kong, participated the study voluntarily. Instruments was compiled to measure mindset, well-being and academic engagement correspondingly and administered during the lesson of an elective psychology course. All scales demonstrated satisfactory reliability, and correlational analysis showed that growth mindset yielded a more consistent pattern of positive associations with well-being and academic engagement than fixed mindset. Implication of instilling growth mindset both at class-level and institute-level will be discussed. Specific recommendations will also be made in context of self-financed two-year curriculum spaced program. Copyright ©