361 DEGREES : Announcements and Notices - Resignation and Appointment of Independent Non-executive Director Change of Composition of Audit Committee, Remuneration Committee and Nomination Committee

E162857A_361 Degrees 1..4

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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)

RESIGNATION AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

CHANGE OF COMPOSITION OF AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

The Board announces that Mr. Yan Man Sing Frankie has tendered his resignation as an independent non-executive Director in order to spend more time on his other business endeavours with effect from 1 July 2016. Following his resignation, Mr. Yan will also cease to be a member of each of the Audit Committee, Remuneration Committee and Nomination Committee and the chairman of the Audit Committee with effect from the same date.

To fill the casual vacancy of the Board due to the resignation of Mr. Yan Man Sing Frankie, the Board further announces that Mr. Li Yuen Fai Roger will be appointed as an independent non-executive Director with effect from 1 July 2016.

The Board also announces that, following the resignation of Mr. Yan, with effect from 1 July 2016, (a) Mr. Tsui Yung Kwok, an independent non-executive Director, will be appointed as the chairman of the Audit Committee and a member of the Remuneration Committee; (b) Mr. Tsui will cease to be the chairman, but will continue to act as a member, of the Nomination Committee; and (c) Mr. Li Yuen Fai Roger will be appointed as a member of each of the Audit Committee and Nomination Committee and the chairman of the Nomination Committee.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board (the ''Board'') of directors (the ''Directors'', and each, a ''Director'') of 361 Degrees International Limited (the ''Company'') announces that Mr. Yan Man Sing Frankie (''Mr. Yan'') has tendered his resignation as an independent non-executive Director to spend more time on his other business endeavours with effect from 1 July 2016. Following his resignation, Mr. Yan will also cease to be a member of each of the audit committee (the ''Audit Committee''), remuneration committee (the ''Remuneration Committee'') and nomination committee (the ''Nomination Committee'') of the Board and the chairman of the Audit Committee, with effect from the same date. Mr. Yan has confirmed that he has no disagreement with the Board and there is no matter in respect of his resignation that needs to be brought to the attention of the shareholders of the Company.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

To fill the casual vacancy of the Board due to the resignation of Mr. Yan, the Board further announces that Mr. Li Yuen Fai Roger (''Mr. Li'') will be appointed as an independent non- executive Director with effect from 1 July 2016.

In making the recommendation to the Board for the proposed appointment of Mr. Li, the Nomination Committee has considered the education, experience and achievements of Mr. Li, in particular in the disciplines of strategy, innovation and entrepreneurship. The Nomination Committee believes that with Mr. Li's background, the appointment of Mr. Li as an independent non-executive Director will complement the development of the Company and enhance the corporate governance practices of the Company.

Biography of Mr. Li

Mr. Li Yuen Fai Roger (李苑輝), aged 55, is the sole practitioner for Roger Li & Co, a certified public accountant firm in Hong Kong from 2003 to now and from 1994 to 2003, Mr. Li was the Senior Vice President and Executive Director of Sunbase International (Holdings) Limited and was responsible for finance management, business development and making investments in China. From 1991 to 1994, Mr. Li was the Managing Partner of Li, Ko, Yan & Co. a certified public accountants firm in Hong Kong and from 1990 to 1991, Mr. Li was the Compliance Manager of Hong Kong Securities and Clearing Company Limited and was responsible for the design and development of the risk management and compliance system for the central securities clearing and settlement system for Hong Kong stock market. From 1980 to 1990, Mr. Li also worked for Coopers & Lybrand, an international certified public accountants firm, and was responsible for the auditing and investigation assignments.

Mr. Li has over 30 years' experience in corporate finance, accounting, auditing, corporate administration and business development. He is an associate member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Taxation Institution of Hong Kong and was a member of the 7th, 8th and 9th Member of People's Political and Consultative Congress of Heilongjiang Province in the People's Republic of China and was appointed as the Economic Advisor of the Government of Chengde City of Hebei Province in the People's Republic of China in 1995.

Saved as disclosed above, Mr. Li has not been a director of any other companies listed in Hong Kong or overseas for the last three years.

Terms of service

Pursuant to the service agreement to be entered into between Mr. Li and the Company, Mr. Li shall hold the office of an independent non-executive Director for an initial term of three years subject to re-election by shareholders in accordance with the requirements of the articles of association of the Company and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules''). Mr. Li is entitled to an annual remuneration of HK$420,000 (before tax), which is recommended by the Remuneration Committee and determined by the Board with reference to his duties and responsibilities within the Company, remuneration paid by comparable companies for independent non-executive directors, and current remuneration of other independent non- executive Directors.

Relationship with other Directors, senior management, or substantial or controlling shareholders of the Company

Mr. Li does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company.

Interest in the shares of the Company

As at the date of this announcement, Mr. Li does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong).

Positions in other members of the group

Apart from being an independent non-executive Director, a member of the Audit Committee, a member of the Nomination Committee and the chairman of the Nomination Committee with effect from 1 July 2016, Mr. Li does not hold any other position in the Company or any other member of the group of companies of which the Company forms part.

Other information

Save as disclosed above, Mr. Li has no other information to be disclosed pursuant to Rules 13.51(2)(h) to (w) of the Listing Rules or any matters concerning Mr. Li that need to be brought to the attention of the shareholders of the Company.

CHANGE OF COMPOSITION OF AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

The Board also announces that, following the resignation of Mr. Yan, with effect from 1 July 2016, (a) Mr. Tsui Yung Kwok, an independent non-executive Director, will be appointed as the chairman of the Audit Committee and a member of the Remuneration Committee; (b) Mr. Tsui will cease to be the chairman, but will continue to act as a member,

of the Nomination Committee; and (c) Mr. Li Yuen Fai Roger will be appointed as a member of each of the Audit Committee and Nomination Committee and the chairman of the Nomination Committee.

The Board would like to express its appreciation to Mr. Yan for his contribution made to the Company throughout his tenure of service and take this opportunity to extend a warm welcome to Mr. Li in joining the Company.

By order of the Board

361 Degrees International Limited Choi Mun Duen

Company Secretary

Hong Kong, 30 June 2016

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, Mr. Ding Huirong and Mr. Wang Jiabi, and three independent non-executive directors, namely, Mr. Tsui Yung Kwok, Dr. Liao Jianwen and Mr. Li Yuen Fai Roger.