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.

361 Degrees International Limited 3 6 1 度 國 際 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1361)

INSIDE INFORMATION PLACING OF EXISTING SHARES

This announcement is made by 361 Degrees International Limited (the ''Company'') pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'') and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

THE PLACING AGREEMENT

The Company was informed by Dings International Company Limited, Ming Rong International Company Limited, Hui Rong International Company Limited, Jia Wei International Co., Ltd, Jia Chen International Co., Ltd. and Jian Tong Investments Co., Ltd. (each referred as ''Vendor'' and collectively referred as ''Vendors''), all being shareholders of the Company, that they had entered into a placing agreement (the ''Placing Agreement'') with UBS AG Hong Kong Branch (the ''Placing Agent'') on 27 September 2017 (after trading hours) for the placing (the ''Placing'') of 150,000,000 shares (the ''Share(s)'') of the Company (the ''Placing Shares'') held by the Vendors in aggregate at a placing price of HK$3.75 per Placing Share.

The 150,000,000 Placing Shares represent approximately 7.25% of the total number of Shares in issue. As at the date of this announcement and immediately prior to completion of the Placing Agreement, (i) Dings International Company Limited holds 377,774,000 Shares, representing approximately 18.27%, (ii) Ming Rong International Company Limited holds 360,000,000 Shares, representing approximately 17.41%, (iii) Hui Rong International Company Limited holds 360,000,000 Shares, representing approximately 17.41%, (iv) Jia Wei International Co., Ltd. holds 187,500,000 Shares, representing approximately 9.07%, (v) Jia Chen International Co., Ltd. holds 187,500,000 Shares, representing approximately 9.07%, and (vi) Jian Tong Investments Co., Ltd. holds 30,000,000 Shares, representing approximately 1.45%, of the total number of Shares in issue, respectively.

Upon completion of the Placing, the number of Shares held by the Vendors in aggregate will decrease from 1,502,774,000 to 1,352,774,000, representing a decrease of shareholding in the Company of the Vendors from approximately 72.68% to 65.43%.

The respective shareholdings of the Vendors and other shareholders of the Company as at the date of this announcement and immediately upon completion of the Placing are set out below:

Shareholding as at the date of this announcement

Approximately

Shareholding(1) immediately upon completion of the Placing

Approximately

Number of Shares held

% of Shares

in issue

Number of Shares held

% of Shares

in issue

The Vendors

Dings International Company Limited

377,774,000

18.27%

340,066,332

16.46%

Ming Rong International Company

360,000,000

17.41%

324,066,454

15.67%

Limited

Hui Rong International Company Limited

360,000,000 17.41% 324,066,454 15.67%

Jia Wei International Co., Ltd

187,500,000

9.07%

168,784,611

8.16%

Jia Chen International Co., Ltd.

187,500,000

9.07%

168,784,611

8.16%

Jian Tong Investments Co., Ltd.

30,000,000

1.45%

27,005,538

1.31%

Other shareholders of the Company

5 6 4 , 8 2 8 , 0 0 0

2 7 . 3 2 %

7 1 4 , 8 2 8 , 0 0 0

3 4 . 5 7 %

Total

2 , 0 6 7 , 6 0 2 , 0 0 0

1 0 0 %

2 , 0 6 7 , 6 0 2 , 0 0 0

1 0 0 %

Note:

(1) Assuming no other issue of new Shares and no repurchase of existing Shares before completion of the Placing.

PLACEES

Pursuant to the Placing Agreement, the Placing Agent confirms that it shall use its reasonable endeavours to ensure that the placees shall be third parties independent of and not connected with the Company or any of its connected persons (as defined under the Listing Rules) and that the placees are not acting in concert in relation to the control of the Company within the meaning of The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong.

The Company does not expect that the placing of the existing Shares by the Vendors will have any adverse effect on the operations of the Company and its subsidiaries. This Placement was made for the purposes of broadening the Company's investor base and enhancing trading liquidity.

As the Placing may or may not proceed to completion, shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

By order of the Board

361 Degrees International Limited Ding Huihuang

Chairman

Hong Kong, 27 September 2017

As at the date of this announcement, the Directors are as follows:

Executive Directors: Mr. Ding Wuhao, Mr. Ding Huihuang (Chairman), Mr. Ding Huirong and Mr. Wang Jiabi

Independent Non-Executive Directors: Mr. Tsui Yung Kwok, Mr. Liao Jianwen and

Mr. Li Yuen Fai Roger.

361 Degrees International Ltd. published this content on 28 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 September 2017 04:09:09 UTC.

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