361 DEGREES INTERNATIONAL : Circulars - Grant of the Issue Mandate and the Share Buy-back Mandate, Re-election of Directors and Notice of Annual General Meeting

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in the Company, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

361 Degrees International Limited 361 度 國 際 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1361)

GRANT OF THE ISSUE MANDATE AND

THE SHARE BUY-BACK MANDATE, RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of 361 Degrees International Limited (''Company'') to be held at 1804A, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Wednesday, 26 April 2017 at 10: 00 a.m. is set out on pages 16 to 20 of this circular. Resolutions will be proposed at the AGM to consider and, if thought fit, approve, among other things, the grant of the Issue Mandate, the Share Buy-back Mandate and the re-election of Directors by way of ordinary resolutions.

A form of proxy is enclosed with this circular. Whether or not you are intending to attend and vote at the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Room 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the AGM in person or any adjourned meeting (as the case may be) should you so desire.

20 March 2017

Page

Responsibility statement ii

Definitions ....... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

Letter from the Board .. ........ ....... ....... ........ ....... ........ ....... ....... 3

Appendix I - Explanatory statement for the Share Buy-back Mandate .. ....... 7

Appendix II - Particulars of Directors proposed to be re-elected at the AGM ... 11

Notice of AGM 16

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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 circular 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 this circular misleading.

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

''AGM'' the annual general meeting of the Company to be convened and held at 1804A, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Wednesday, 26 April 2017 at 10: 00 a.m. or any adjournment thereof, the notice of which is set out on pages 16 to 20 of this circular

''Articles'' the articles of association of the Company

''Board'' the board of Directors

''close associate(s)'' has the same meaning ascribed to it under the Listing Rules

''Companies Law'' the Companies Law, Cap. 22 (Law 3 of 1961, as

consolidated and revised) of the Cayman Islands

''Company'' 361 Degrees International Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange

''core connected person(s)'' has the same meaning ascribed to it under the Listing Rules

''Director(s)'' the director(s) of the Company

''Group'' the Company and its subsidiaries

''HK$'' Hong Kong dollars, the lawful currency of Hong Kong

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC

''Issue Mandate'' a general and unconditional mandate to allot, issue and deal

with new Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the ordinary resolution approving the same

''Latest Practicable Date'' 7 March 2017, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining certain information contained herein

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange

''PRC'' The People's Republic of China and for the purpose of this circular, does not include Hong Kong, the Macau Special Administrative Region and Taiwan