360 Ludashi : DISCLOSEABLE TRANSACTION SUBSCRIPTION OF STRUCTURED DEPOSIT PRODUCT

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.

360 LUDASHI HOLDINGS LIMITED

3 6 0 魯 大 師 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3601)

DISCLOSEABLE TRANSACTION

SUBSCRIPTION OF STRUCTURED DEPOSIT PRODUCT

SUBSCRIPTION OF STRUCTURED DEPOSIT PRODUCT

Reference is made to the Announcement in respect of the subscription of the Original Structured Deposit Products from China Merchants Bank. As at the date of this announcement, the structured deposit product subscribed under the Structured Deposit Product Agreement IV has matured, and the Group has redeemed the entire principal amount under the Structured Deposit Product Agreement IV.

In order to fully utilize the Group's idle funds and generate better returns, on 11 May 2021, Anyixun Technology, a subsidiary of the Company, entered into the Structured Deposit Product Agreement VI with China Merchants Bank, pursuant to which, Anyixun Technology agreed to subscribe the Structured Deposit Product of RMB30 million from China Merchants Bank. Such subscription was funded by the redeemed principal amount under the Structured Deposit Product Agreement IV.

LISTING RULES IMPLICATIONS

As the Structured Deposit Product was subscribed from the same bank as and is of similar nature of the Original Structured Deposit Products, the subscription under the Structured Deposit Product Agreement VI shall be aggregated with the Original Structured Deposit Products pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios, on an aggregated basis, in respect of the Structured Deposit Product exceed 5% but all of the ratios are less than 25%, the subscription of the Structured Deposit Product therefore constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the notification and announcement requirements under the Listing Rules.

Reference is made to the Announcement of the Company dated 31 March 2021 (the "Announcement") in respect of the subscription of the Original Structured Deposit Products from China Merchants Bank. Unless the context otherwise specifies, the terms used herein shall have the same meanings as those defined in the Announcement. As at the date of this announcement, the structured deposit product subscribed under the Structured Deposit Product Agreement IV has matured, and the Group has redeemed the entire principal amount under the Structured Deposit Product Agreement IV.

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In order to fully utilize the Group's idle funds and generate better returns, on 11 May 2021, Anyixun Technology, a subsidiary of the Company, entered into the Structured Deposit Product Agreement VI with China Merchants Bank, pursuant to which, Anyixun Technology agreed to subscribe the Structured Deposit Product of RMB30 million from China Merchants Bank. Such subscription was funded by the redeemed principal amount under the Structured Deposit Product Agreement IV.

The Structured Deposit Product Agreement VI

The principal terms of the Structured Deposit Product Agreement VI are set out below:

Date: 11 May 2021

Product: Gold-linkedSeries Bearish Three-tier 34-dayStructured Deposit of China Merchants Bank* (招商銀行點金系列看跌三層區間34天結構性存款)

Parties: Anyixun Technology; and China Merchants Bank

Amount of the deposit: RMB30 million

Type: Principal-guaranteed with floating interest rate

Linked subject and deposit interest: The interest on such deposit is linked to the price of gold. Deposit interest is determined based on the performance of the linked gold price.

Expected maturity interest rate per annum: 1.59% to 3.46%

Term of the deposit: 34 days

Value date: 12 May 2021

Expiry date: 15 June 2021

Risk rating of the product (the risk rating made by the bank): R1 (cautious)

Termination and redemption: Anyixun Technology has no right of early termination or redemption of the product

BASIS OF DETERMINATION FOR THE CONSIDERATION

The Directors confirmed that the consideration of the subscription of the Structured Deposit Product was determined on the basis of normal commercial terms negotiated at arm's length between the Group and China Merchants Bank, having considered the then available surplus cash of the Group for treasury management purpose.

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

Taking into account that (i) the Structured Deposit Product is fully principal-guaranteed and with minimal risks involved; (ii) compared with the deposit interest rates generally offered by commercial banks in the PRC, the return of the Structured Deposit Product is relatively high; and

1. the Structured Deposit Product is funded by the Group's idle funds with a relatively short term which will not affect the operational liquidity of the Group, the Group decided to subscribe for the Structured Deposit Product to improve the utilization of its idle funds and generate better returns for the Group.

Accordingly, the Directors (including the independent non-executive Directors) are of the view that the terms of the Structured Deposit Product Agreement VI were arrived at after the arm's length negotiation and the transaction contemplated thereunder is on normal commercial terms which are fair and reasonable and in the interests of the Company and Shareholders as a whole.

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INFORMATION ABOUT THE PARTIES

The Company

The Company was incorporated in the Cayman Islands with limited liability and develops a series of PC and mobile devices utility software and offer them to users free-of-charge in exchange for online traffic that the Company monetizes by online advertising services, online game platform and operation of exclusive licensed online game business and further expands by electronic devices sales.

Anyixun Technology

Anyixun Technology is a limited liability company established in the PRC and a wholly-owned subsidiary of the Group. It is principally engaged in software development, online advertising and investment holding.

China Merchants Bank

China Merchants Bank is a commercial bank in the PRC, headquartered in Shenzhen. It was listed on the Stock Exchange (stock code: 3968) and on the Shanghai Stock Exchange (stock code: 600036). It is principally engaged in providing customers with various wholesale and retail banking products and services, and conducting capital businesses for itself and on behalf of customers.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, China Merchants Bank and its ultimate beneficial owner(s) are the third parties independent of the Company and its connected persons (as defined under the Listing Rules).

LISTING RULES IMPLICATIONS

As the Structured Deposit Product was subscribed from the same bank as and is of similar nature of the Original Structured Deposit Products, the subscription under the Structured Deposit Product Agreement VI shall be aggregated with the Original Structured Deposit Products pursuant to Rule

14.22 of the Listing Rules. As one or more of the applicable percentage ratios, on an aggregated basis, in respect of the Structured Deposit Product exceed 5% but all of the ratios are less than 25%, the subscription of the Structured Deposit Product therefore constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the notification and announcement requirements under the Listing Rules.

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DEFINITIONS

In this announcement, the following expressions shall have the following meanings unless the context requires otherwise:

"Anyixun Technology" Chengdu Anyixun Technology Company Limited* (成都安易迅科技 有限公司), a limited liability company established in the PRC on 20 October 2015 and a wholly-owned subsidiary of the Company

"Board"

"China Merchants Bank"

board of directors of the Company

China Merchants Bank Co., Ltd., a joint stock company incorporated in the PRC with limited liability and the shares of which are listed on the Shanghai Stock Exchange (stock code: 600036) and the Main Board of the Stock Exchange (stock code: 03968)

"China" or "PRC"

"Company"

"connected person(s)"

"Director(s)"

"Group"

"Hong Kong"

"Listing Rules"

"Original Structured Deposit Products"

"RMB"

"Share(s)"

"Shareholders"

the People's Republic of China

360 LUDASHI HOLDINGS LIMITED (360魯大師控股有限公司), an exempted company with limited liability incorporated in the Cayman Islands, whose shares are listed on the Main Board of the Stock Exchange (stock code: 3601)

has the meaning ascribed to it under the Listing Rules

the director(s) of the Company

the Company and its subsidiaries from time to time

the Hong Kong Special Administrative Region of the PRC

Rules Governing the Listing of Securities on the Stock Exchange

the structured deposit products subscribed by the Group on 31 March 2021, namely, the structured deposit products subscribed under Structured Deposit Product Agreement I, Structured Deposit Product Agreement II, Structured Deposit Product Agreement III, Structured Deposit Product Agreement IV and Structured Deposit Product Agreement V

Renminbi, the lawful currency of China

ordinary share(s) with nominal value of HK$0.01 each in the share capital of the Company

holder(s) of the Share(s)

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"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Structured Deposit	the structured deposit product subscribed by Anyixun Technology from
Product"	China Merchants Bank on 11 May 2021 pursuant to the Structured
	Deposit Product Agreement VI
"Structured Deposit	agreement entered into between Anyixun Technology and the China
Product Agreement VI"	Merchants Bank on 11 May 2021 in relation to the subscription of
	Structured Deposit Product of RMB30 million with term of deposits of
	34 days
"%"	per cent
	By order of the Board
	360 Ludashi Holdings Limited
	Mr. Tian Ye
	Chairman and executive Director
Hong Kong, 11 May 2021

As at the date of this announcement, the Board comprises: Mr. Tian Ye and Mr. He Shiwei as executive Directors; Mr. Sun Chunfeng, Mr. Liu Wei and Mr. Zhao Dan as non-executive Directors; and Mr. Li Yang, Mr. Wang Xinyu, Mr. Zhang Ziyu and Mr. Zhu Jinglei as independent non-executive Directors.

• For identification purpose only

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