Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takeno 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 arisingfrom or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information only and is not an offer to sell or the solicitation of anoffer to buy securities and neither this announcement nor anything herein forms the basis for anycontract or commitment whatsoever. This announcement is not an offer of securities for sale in theUnited States. Neither this announcement nor any copy hereof may be taken into or distributedin the United States. The 2021 Notes (as defined below) have not been and will not be registeredunder the United States Securities Act of 1933, as amended, and may not be offered or sold in theUnited States absent registration or an exemption from registration. The Company does not intend
to register any of the 2021 Notes in the United States.
The communication of this announcement and any other document or materials relating to theOffer (as defined below) is not being made, and such documents and/or materials have not been
approved, by an authorized person for the purposes of section 21 of the United Kingdom’s
Financial Services and Markets Act 2000, as amended (the “ FSMA ” ). Accordingly, such
documents and/or materials are not being distributed to, and must not be passed on to, thegeneral public in the United Kingdom. The communication of such documents and/or materials
as a financial promotion is only being made to (i) persons falling within the definition ofinvestment professionals (as defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or (ii)persons falling within Article 43(2) of the Financial Promotion Order, or (iii) persons outside theUnited Kingdom, or (iv) any other persons to whom it may otherwise lawfully be made under theFinancial Promotion Order (all such persons together being referred to as “relevant persons ”).
In the United Kingdom, the Tender Offer Memorandum is only available to, and any investment
or investment activity to which this announcement relates will be engaged in only with, relevant
persons. Any person in the United Kingdom that is not a relevant person should not act or rely on
this announcement or any of its contents.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTIONIN OR INTO THE UNITED STATES OR TO U.S. PERSONS OR TO ANY PERSONLOCATED OR RESIDENT IN THE UNITED STATES OR IN OR INTO ANYJURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT.

1

361 Degrees International Limited361 度 國 際 有 限 公 司(Incorporated in the Cayman Islands with limited liability)(Stock Code: 1361)

7.25 per cent. Senior Notes due 2021
(Bond Stock Code: 5662; ISIN: XS1415758991) (the “2021 Notes”)
OFFER TO REPURCHASE THE 2021 NOTESThis announcement is made pursuant to the Inside Information Provisions (as defined in theListing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws ofHong Kong) and Rule 13.09 and Rule 37.47B(a) of the Listing Rules.
BACKGROUND
In June 2016, the Company issued an aggregate principal amount of US$400,000,000 7.25%
Senior Notes which will mature on 3 June 2021 (ISIN: XS1415758991), unless previously
redeemed or purchased and cancelled pursuant to the terms thereof.
Reference is made to the announcement of the Company dated 3 June 2016 in relation to theissuance of the 2021 Notes by the Company. Up to 3 January 2021, being the date immediately
before the date of this announcement, the Company purchased a total of US$133,890,000 inprincipal amount of the 2021 Notes via open market purchases, all of which have been cancelled.
As at the date of this announcement, the aggregate outstanding principal amount of the 2021 Notes
is US$266,110,000. The 2021 Notes are listed on the Hong Kong Stock Exchange (bond stockcode: 5662).
OFFER TO REPURCHASE THE 2021 NOTESThe Offer
The Offer is being made pursuant to the Tender Offer Memorandum dated 4 January 2021.

2

Subject to the terms and conditions in the Tender Offer Memorandum, the Company is making anoffer to purchase for cash an aggregate principal amount of the 2021 Notes up to the Maximum
Acceptance Amount (as such amount may be changed by the Company in its sole discretion) ata purchase price of US$1,000 per US$1,000 principal amount of the 2021 Notes, plus Accrued
Interest. The Company will determine, in its sole discretion, the aggregate principal amount of the2021 Notes (if any) that it will accept for purchase pursuant to the Offer. It is the current intentionof the Company that the Maximum Acceptance Amount will be US$135,000,000 in aggregate
principal amount of the 2021 Notes, although the Company reserves the right, in its sole discretion,to accept significantly more than or significantly less than the Maximum Acceptance Amount, orto accept none of such 2021 Notes, for purchase pursuant to the Offer. In addition, holders whose
2021 Notes are accepted for purchase pursuant to the Offer will also receive Accrued Interest
Payment on such 2021 Notes pursuant to the Offer on the Settlement Date. No tenders of the 2021
Notes will be valid if submitted after the Expiration Deadline.
Proration
If the aggregate principal amount of 2021 Notes validly tendered is greater than the Maximum
Acceptance Amount, the Company will accept tenders of 2021 Notes for purchase on a pro ratabasis such that the aggregate principal amount of 2021 Notes accepted for purchase is no greaterthan the Maximum Acceptance Amount. In the circumstances in which any 2021 Notes validly
tendered pursuant to the Offer are to be accepted on a pro rata basis, each such tender of 2021
Notes will be scaled by a factor (the “Scaling Factor”) derived from (i) the Maximum AcceptanceAmount divided by (ii) the aggregate nominal amount of the 2021 Notes that have been validly
tendered pursuant to the Offer (subject to adjustment resulting from the rounding of tenders andthe intentions of the Company described in the next paragraph).
Each tender of 2021 Notes that is scaled in this manner will be rounded down to the nearest
US$1,000 in nominal amount. In addition, in the event of any such scaling, the Company intends
to apply adjustments to such pro rata scaling to each valid tender of 2021 Notes in such a manner
as will result in both (a) the relevant Eligible Holder transferring 2021 Notes to the Company in anaggregate nominal amount of at least US$200,000 (being the minimum denomination of the 2021Notes) and (b) the relevant Eligible Holder’s residual amount of 2021 Notes (being the nominal
amount of the 2021 Notes the subject of the relevant Tender Instruction that are not accepted forpurchase by virtue of such scaling) amounting to either (i) at least US$200,000 or (ii) US$0, andthe Company therefore intends, at its discretion, to adjust the Scaling Factor applicable to any
relevant Tender Instruction accordingly.
PurposeThe purpose of the Offer is to retire a portion of the outstanding 2021 Notes prior to maturity
and it is being made as part of the Company’s commitment to actively manage its balance sheet
liabilities and optimize its debt structure.
Source of funds
The Company intends to finance the Offer with internal resources.

3Tender Instruction
In order to participate in the Offer, Eligible Holders must validly tender their 2021 Notes forpurchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instructionthat is received by the Information and Tender Agent by the Expiration Deadline, unless extended,
re-opened, amended and/or terminated as provided in the Tender Offer Memorandum. Separate
Tender Instructions must be submitted on behalf of each individual beneficial owner due topotential proration. Tender Instructions will be irrevocable once delivered in accordance with theterms of the Offer.
Each Tender Instruction must specify the principal amount of the 2021 Notes that the relevant
Eligible Holder is tendering at the Purchase Price. The 2021 Notes may be tendered only inminimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof.
Indicative timetable for the Offer
The Offer will commence on 4 January 2021 and will expire at 4:00 p.m. (London time) on
12 January 2021, unless extended, re-opened, amended and/or terminated by the Company asprovided in the Tender Offer Memorandum. The Company may, at its sole discretion, extend, reopen, amend, waive any condition of or terminate the Offer at any time (subject to applicable lawand as provided in the Tender Offer Memorandum). Details of any such extension, re-opening,amendment, waiver or termination will be announced as soon as reasonably practicable after therelevant decision is made.
The Company expects to announce the results of the Offer on 13 January 2021 subject to the rightof the Company to extend, re-open, amend or terminate the Offer at any time.
The Settlement Date for the Offer is expected to be on or about 15 January 2021 subject to theright of the Company to extend, re-open, amend or terminate the Offer at any time.
The 2021 Notes repurchased by the Company pursuant to the Offer will be cancelled. The 2021
Notes which have not been validly submitted and accepted for tender pursuant to the Offer willremain outstanding after the Settlement Date. Any 2021 Notes that remain outstanding after theOffer will continue to be the obligations of the Company. Holders of those outstanding 2021 Notes
will continue to have all the rights associated with those 2021 Notes.
The Company will from time to time issue announcements in respect of the progress of the Offer
as and when necessary pursuant to the Listing Rules and other relevant rules and regulations.
TENDER OFFER MEMORANDUM
The Tender Offer Memorandum, available from the Offer Website, contains important information
which should be read carefully by Eligible Holders before any decision is made with respect to theOffer. Eligible Holders are recommended to seek their own financial and legal advice, including
in respect of any tax consequences, from their broker, bank manager, solicitor, accountant or otherindependent financial, tax or legal adviser.

4

The terms of the Offer are more fully described in the Tender Offer Memorandum, which setsout further details regarding the tender procedures and the conditions of the Offer. None of theCompany, the Dealer Manager or the Information and Tender Agent (or any of their respectivedirectors, employees or affiliates) makes any recommendation as to whether the Eligible Holders
should tender their 2021 Notes in response to the Offer.
In connection with the Offer, the Company has appointed Merrill Lynch (Asia Pacific) Limited as
the Dealer Manager and Lucid Issuer Services Limited as the Information and Tender Agent.
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF
AN OFFER TO PURCHASE, OR A SOLICITATION OF AN OFFER TO SELL, ANY
SECURITIES. AN OFFER MAY ONLY BE MADE PURSUANT TO THE TERMS OF THE
TENDER OFFER MEMORANDUM.
Eligible Holders are advised to check with any bank, securities broker or other intermediarythrough which they hold the 2021 Notes when such intermediary would need to receive
instructions from an Eligible Holder in order for that Eligible Holder to be able toparticipate in the Offer by the deadline set out above. The deadline set by any suchintermediary and each Clearing System for the submission of Tender Instructions may beearlier than the deadline described above.
Unless stated otherwise, announcements in connection with the Offer will be made through thewebsite of the Stock Exchange, the issue of a press release to a Notifying News Service and/or thedelivery of notices to the Clearing Systems for communication to Direct Participants and on theOffer Website: https://www.lucid-is.com/degree2021. Copies of the announcements, press releases
and notices can also be obtained from the Information and Tender Agent, the contact details ofwhich are as follows:
DEALER MANAGER
Merrill Lynch (Asia Pacific) Limited
55/F, Cheung Kong Center
2 Queen’s Road Central
Central, Hong Kong
In Asia: +85235083510
In London: +44 207 996 5420
Email: DG.LM-EMEA@bofa.com
INFORMATION AND TENDER AGENT
Lucid Issuer Services Limited
In London
Tankerton Works, 12 Argyle WalkLondon, WC1H 8HA, United Kingdom+44 20 7704 0880

In Hong Kong
3rd Floor, Three Pacific Place,
1 Queen’s Road East,
Hong Kong+852 2281 0114

Email: degree@lucid-is.com
Attention: Mu-yen Lo/Thomas Choquet
Offer Website: https://www.lucid-is.com/degree20215Significant delays may be experienced where notices are delivered to the Clearing Systems,and Eligible Holders are urged to contact the Information and Tender Agent for the relevantannouncements during the course of the Offer. In addition, Eligible Holders may contact theDealer Manager for information using the contact details above.
DEFINITIONSIn this announcement, the following expressions shall have the meanings set out below unless thecontext requires otherwise:“2021 Notes”

7.25% Senior Notes due 2021 (ISIN: XS1415758991) whichwere issued by the Company on 3 June 2016

“Accrued Interest”

interest accrued and unpaid on the principal amount of 2021
Notes from and including the last interest payment dateof 3 December 2020 up to, but excluding, the Settlement
Date. Subject to the terms and conditions set forth in theTender Offer Memorandum, in addition to the Purchase
Price, Eligible Holders whose 2021 Notes are accepted forpurchase by the Company will also be paid the relevant
amount of such Accrued Interest in cash

“Accrued Interest Payment”

an amount in cash (rounded to the nearest US$0.01, withhalf a cent rounded upwards) equal to the Accrued Intereston 2021 Notes accepted for purchase by the Company“Clearing System Notice”

the form of notice to be sent to Direct Participants by eachof the Clearing Systems on or about the date of the Tender
Offer Memorandum informing Direct Participants of theprocedures to be followed in order to participate in the Offer“Clearing Systems”

Euroclear Bank SA/NV and Clearstream Banking S.A.

“Company”

361 Degrees International Limited, a limited liability
company incorporated in the Cayman Islands, the shares ofwhich are listed on the Hong Kong Stock Exchange“Dealer Manager”

Merrill Lynch (Asia Pacific) Limited“Direct Participant”

each person who is shown in the records of the Clearing
Systems as a holder of the 2021 Notes“Eligible Holders”

holders of the 2021 Notes who are non-U.S. persons
located outside United States (as those terms are defined inRegulation S under the United States Securities Act of 1933,as amended)6

“Expiration Deadline”

4:00 p.m., London Time, on 12 January 2021 (subject tothe right of the Company to extend, re-open, amend and/orterminate the Offer)“Hong Kong Stock
Exchange”

The Stock Exchange of Hong Kong Limited“Information andTender Agent”

Lucid Issuer Services Limited“Listing Rules”

the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited“Maximum AcceptanceAmount”

US$135,000,000 in aggregate principal amount of the 2021
Notes, although the Company reserves the right, in its solediscretion, to accept significantly more than or significantly
less than the Maximum Acceptance Amount, or to accept
none of such 2021 Notes, for purchase pursuant to the Offer“Notifying News Service”

a recognized financial news service or services (e.g. Reuters/Bloomberg) as selected by the Company“Offer”

the offer to purchase for cash by the Company of up tothe Maximum Acceptance Amount (as such amount may
be changed by the Company in its sole discretion) of theoutstanding 7.25% Senior Notes due 2021 on the terms
and subject to the conditions described in the Tender OfferMemorandum“Offer Website”

the website, https://www.lucid-is.com/degree2021, operated
by the Information and Tender Agent for the purpose of theOffer“Purchase Price”

US$1,000 per US$1,000 principal amount of the 2021 Notes“Settlement Date”

on or about 15 January 2021 (subject to the right of theCompany to extend, re-open, amend or terminate the Offerat any time)7

“Tender Instruction”

the electronic tender and blocking instruction in the form
specified in the Clearing System Notice for submission byDirect Participants to the Information and Tender Agentvia the relevant Clearing System and in accordance withthe requirements of such Clearing System by the deadline
in order for Eligible Holders to be able to participate in theOffer
such electronic tender and blocking instruction must specify
the principal amount of the 2021 Notes that the relevant
Eligible Holder is tendering at the Purchase Price. 2021
Notes may be tendered only in minimum denominations ofUS$200,000 and integral multiples of US$1,000 in excess
thereof“Tender OfferMemorandum”

the Company’s tender offer memorandum dated 4 January
2021 made available to holders of the 2021 Notes inconnection with the Offer“US$”

United States dollar, the lawful currency of the United States“United States” or “U.S.”The United States of America, its territories and possessions(including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and The Commonwealth ofthe Northern Mariana Islands), any state of the United Statesof America and the District of Columbia“%”

per cent.
By order of the Board
361 Degrees International Limited
Ding Huihuang
ChairmanHong Kong, 4 January 2021

As at the date of this announcement, the board of directors of the Company comprises four
executive directors, namely Mr. Ding Wuhao, Mr. Ding Huihuang (Chairman), Mr. Ding Huirong
and Mr. Wang Jiabi; and three independent non-executive directors, namely, Mr. Wu Ming WaiLouie, Mr. Hon Ping Cho Terence and Mr. Chen Chuang.

8