Obligation 361 Degrees International Limited 7.25% ( XS1415758991 ) en USD

Société émettrice 361 Degrees International Limited
Prix sur le marché 100 %  ▲ 
Pays  Hong kong
Code ISIN  XS1415758991 ( en USD )
Coupon 7.25% par an ( paiement semestriel )
Echéance 02/06/2021 - Obligation échue



Prospectus brochure de l'obligation 361 Degrees International Limited XS1415758991 en USD 7.25%, échue


Montant Minimal 200 000 USD
Montant de l'émission 320 250 000 USD
Cusip G88493AB0
Description détaillée 361 Degrees International Limited est une société chinoise de vêtements et d'équipements sportifs, spécialisée dans la conception, le développement, la fabrication et la vente de chaussures, de vêtements et d'accessoires de sport.

L'Obligation émise par 361 Degrees International Limited ( Hong kong ) , en USD, avec le code ISIN XS1415758991, paye un coupon de 7.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/06/2021







IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE PERSONS OUTSIDE OF THE U.S.
IMPORTANT: You must read the following before continuing. The following applies to the offering
memorandum following this page, and you are therefore advised to read this carefully before reading, accessing or
making any other use of the offering memorandum. In accessing the offering memorandum, you agree to be bound
by the following terms and conditions, including any modifications to them any time you receive any information
from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE
OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION WHERE IT IS
UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ``SECURITIES ACT''), OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING MEMORANDUM
MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE
REPRO DUCED IN ANY MANNER WHATSOEVER. A NY FORWA RD ING, DISTRIBUTION OR
REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS FORBIDDEN. FAILURE TO COMPLY
WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE
LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION
CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL
NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.
Confirmation and your representation: In order to be eligible to view this offering memorandum or make an
investment decision with respect to the securities, investors must be persons outside the United States (as defined
under Regulation S under the Securities Act). By accepting the e-mail and accessing this offering memorandum, you
shall be deemed to have represented to us that (1) you and any customers you represent are persons outside the
United States and that the electronic mail address that you gave us and to which this e-mail has been delivered is
not located in the United States and (2) that you consent to delivery of such offering memorandum by electronic
transmission.
Within the United Kingdom, the offering memorandum is being directed solely at and may only be communicated to
persons who: (i) fall within Article 19(5) or Article 49(2)(a)-(d) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, (ii) are outside the United Kingdom, or (iii) are persons to whom an invitation or
inducement to engage in an investment activity (within the meaning of section 21 of the Financial Services and
Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated
or caused to be communicated (all such persons collectively being referred to as ``Relevant Persons''). The offering
memorandum is directed only at Relevant Persons and must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this offering memorandum relates is available
only to Relevant Persons and will be engaged in only with Relevant Persons. The offering memorandum and its
contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by
recipients to any other person. Any person who is not a Relevant Person should not act or rely on the offering
memorandum or any of its contents.
You are reminded that this offering memorandum is confidential and has been delivered to you on the basis that you
are a person into whose possession this offering memorandum may be lawfully delivered in accordance with the
laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver or disclose the
contents of this offering memorandum to any other person. The materials relating to the offering do not constitute,
and may not be used in connection with, an offer or solicitation in any place where such offers or solicitations are
not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the
initial purchaser or any affiliate of the initial purchaser is a licensed broker or dealer in that jurisdiction, the offering
shall be deemed to be made by the initial purchaser or such affiliate on behalf of the issuer in such jurisdiction. This
offering memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via
this medium may be altered or changed during the process of electronic transmission and consequently, none of
Merrill Lynch International, any person who controls it or any of its directors, officers, employees or agents or
affiliates accepts any liability or responsibility whatsoever in respect of any difference between the offering
memorandum distributed to you in electronic format and the hard copy version available to you on request from the
Sole Lead Manager.
You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your
own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a
destructive nature.


OFFERING MEMORANDUM
STRICTLY CONFIDENTIAL
361 Degrees International Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1361)
US$400,000,000
7.25% Senior Notes due 2021
Issue Price: 99.055%
The 7.25% Senior Notes due 2021 (the ``Notes'') will bear interest from June 3, 2016 at 7.25% per annum payable semi-annually in arrears
on June 3 and December 3 of each year, beginning December 3, 2016. The Notes will mature on June 3, 2021. The Notes are senior
obligations of 361 Degrees International Limited (the ``Company'') and are guaranteed (the ``Subsidiary Guarantees'') by all of the
Company's existing Subsidiaries (as defined herein) (1) other than those organized under the laws of the PRC, and (2) certain other
subsidiaries specified in ``Description of the Notes'' (the ``Subsidiary Guarantors'').
At any time and from time to time on or after June 3, 2019, our Company may at its option redeem the Notes, in whole or in part, at a the
redemption prices set forth in this Offering Memorandum, plus accrued and unpaid interest, if any, to (but not including) the redemption
date. At any time and from time to time prior to June 3, 2019, our Company may, at its option, redeem the Notes, in whole but not in part,
at a redemption price equal to 100% of the principal amount of the Notes plus a premium as set forth in this Offering Memorandum as of,
and accrued and unpaid interest, if any, to (but not including) the redemption date. At any time and from time to time prior to June 3,
2019, our Company may at its option redeem up to 35% of the aggregate principal amount of the Notes at a redemption price of 107.25%
of their principal amount, plus accrued and unpaid interest, if any, to (but not including) the redemption date, using net cash proceeds from
the sales of its capital stock. Upon the occurrence of a Change of Control Triggering Event (as defined herein), our Company must make an
offer to repurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if
any, to (but not including) the date of purchase.
The Notes will (i) rank at least pari passu with the 2014 Notes (as defined herein) and all other unsubordinated indebtedness of our
Company (subject to any priority rights of such unsubordinated indebtedness pursuant to applicable law); (ii) be effectively subordinated to
all existing and future obligations of our Company's Subsidiaries that are not Subsidiary Guarantors; (iii) rank senior in right of payment to
any existing and future obligations of our Company expressly subordinated in right of payment to the Notes; and (iv) be effectively
subordinated to all existing and future secured obligations of our Company and the Subsidiary Guarantors to the extent of the collateral
securing such obligations. However, applicable law may limit the enforceability of the Subsidiary Guarantees. See ``Risk Factors -- Risks
Relating to the Notes'' and ``Risk Factors -- Risks Relating to the Subsidiary Guarantees.''
The Notes will be issued only in fully registered form, without coupons, in minimum denomination of US$200,000 of principal amount and
integral multiples of US$1,000 in excess thereof. For a more detailed description of the Notes, see the section headed ``Description of the
Notes'' beginning on page 117.
Investing in the Notes involves certain risks. See ``Risk Factors'' beginning on page 17 for a discussion of certain factors to be
considered in connection with the investment in the Notes.
Application will be made to The Stock Exchange of Hong Kong Limited (the ``Hong Kong Stock Exchange'') for the listing of the Notes
by way of debt issues to professional investors only (as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong). This
document is for distribution to professional investors only. Investors in Hong Kong should not purchase the Notes in the primary or
secondary markets unless they are professional investors and understand the risks involved. The Notes are not suitable for retail
investors in Hong Kong.
The Hong Kong Stock Exchange has not reviewed the contents of this document, other than to ensure that the prescribed form
disclaimer and responsibility statements, and a statement limiting distribution of this document to professional investors only have
been reproduced in this document. Listing of the Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the
commercial merits or credit quality of the Notes or the Company and the Subsidiary Guarantors or quality of disclosure in this
document. Hong Kong Exchanges and Clearing Limited and the Hong Kong Stock Exchange take no responsibility for the contents of this
document, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss however
arising from or in reliance upon the whole or any part of the contents of this document.
The Notes and the Subsidiary Guarantees have not been and will not be registered under the United States Securities Act of 1933,
as amended (the ``Securities Act'') and may not be offered or sold within the United States, except in transactions exempt from, or
not subject to, the registration requirements of the Securities Act. The Notes are being offered and sold only outside the United
States in reliance on Regulation S under the Securities Act (``Regulation S''). For a description of certain restrictions of resale or
transfer of the Notes, see the section headed ``Transfer Restrictions'' beginning on page 177.
The Notes will be evidenced by beneficial interests in a global certificate (the ``Global Certificate'') in registered form, without interest
coupons attached, which will be registered in the name of a nominee of, and shall be deposited on or about June 3, 2016 with a common
depositary for, Euroclear Bank S.A./N.V. (``Euroclear'') and Clearstream Banking S.A. (``Clearstream''). Beneficial interests in the Global
Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream and their
respective account holders. It is expected that delivery of the Notes will be made on or about June 3, 2016 through the book-entry facilities
of Euroclear and Clearstream against payment therefor in immediately available funds.
Sole Global Coordinator, Sole Bookrunner and Sole Lead Manager
BofA Merrill Lynch
Offering Memorandum dated May 24, 2016


This Offering Memorandum does not constitute an offer to sell or a solicitation of an offer to buy
any Note offered hereby in any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation in such jurisdiction. Neither the delivery of this Offering Memorandum nor any sale made
hereunder shall, under any circumstances, create any implication that there has been no change in our
affairs since the date of this Offering Memorandum or that the information contained in this Offering
Memorandum is correct as of any time after that date.
The distribution of this Offering Memorandum is limited to ``professional investors'' only, as
defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,
being (a) for a person in Hong Kong, a professional investor as defined in Part 1 of Schedule 1 to the
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (excluding those prescribed
by rules made under Section 397 of that Ordinance); or (b) for a person outside Hong Kong, a person to
whom securities may be sold in accordance with a relevant exemption from public offer regulations in
that jurisdiction.
IN CONNECTION WITH THIS OFFERING, MERRILL LYNCH INTERNATIONAL, AS
STABILIZING MANAGER ON BEHALF OF THE INITIAL PURCHASER, OR ANY PERSON
ACTING FOR THEM, MAY PURCHASE AND SELL THE NOTES IN THE OPEN MARKET. THESE
TRANSACTIONS MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND
REGULATIONS, INCLUDE SHORT SALES, STABILIZING TRANSACTIONS AND PURCHASES
TO COVER POSITIONS CREATED BY SHORT SALES. THESE ACTIVITIES MAY STABILIZE,
MAINTAIN OR OTHERWISE AFFECT THE MARKET PRICE OF THE NOTES. AS A RESULT,
THE PRICE OF THE NOTES MAY BE HIGHER THAN THE PRICE THAT OTHERWISE MIGHT
EXIST IN THE OPEN MARKET. IF THESE ACTIVITIES ARE COMMENCED, THEY MAY BE
DISCONTINUED AT ANY TIME AND MUST IN ANY EVENT BE BROUGHT TO AN END AFTER
A LIMITED TIME. THESE ACTIVITIES WILL BE UNDERTAKEN SOLELY FOR THE ACCOUNT
OF THE INITIAL PURCHASER AND NOT FOR OR ON BEHALF OF THE COMPANY.
This Offering Memorandum includes particulars given in compliance with the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving
information with regard to our Company and the Subsidiary Guarantors. Our Company and the
Subsidiary Guarantors accept full responsibility for the accuracy of the information contained in this
Offering Memorandum and confirm, having made all reasonable enquiries that to the best of their
knowledge and belief there are no other matters the omission of which would make any statement herein
misleading.
You should rely only on the information contained in this Offering Memorandum. We have not
authorized anyone to provide you with information that is different from that contained in this Offering
Memorandum. We are offering to sell, and seeking offers to buy, the Notes only in jurisdictions where
offers and sales are permitted. The information contained in this Offering Memorandum is accurate only
as of the date of this Offering Memorandum, regardless of the time of delivery of this Offering
Memorandum or any sale of the Notes. Our business, financial condition, results of operations and
prospects may have changed since that date.
This Offering Memorandum is highly confidential. This Offering Memorandum is personal to the
offeree to whom it has been delivered and does not constitute an offer to any other person or to the
public in general to subscribe for or otherwise acquire the Notes. We are providing it solely for the
purpose of enabling you to consider a purchase of the Notes. You should read this Offering
Memorandum before making a decision whether to purchase the Notes. You must not use this Offering
Memorandum for any other purpose, or disclose any information in this Offering Memorandum to any
other person.
We have prepared this Offering Memorandum and we are solely responsible for its contents. You
are responsible for making your own examination of us and your own assessment of the merits and risks
of investing in the Notes. By purchasing the Notes, you will be deemed to have acknowledged that you
have made certain acknowledgements, representations and agreements as set forth under the section
headed ``Transfer Restrictions'' below.
­ i ­


No representation or warranty, express or implied, is made by the Initial Purchaser, DB Trustees
(Hong Kong) Limited (the ``Trustee'') or the Agents (as defined in ``Description of the Notes'') or any
of their respective affiliates or advisers as to the accuracy or completeness of the information set forth
herein, and nothing contained in this Offering Memorandum is, or shall be relied upon as, a promise or
representation, whether as to the past or the future. To the fullest extent permitted by law, none of the
Initial Purchaser, the Agents or the Trustee accepts any responsibility for the contents of this Offering
Memorandum or for any other statement in connection with the issue and offering of the Notes made or
purported to be made by the Initial Purchaser, the Agents or the Trustee or on their behalf. The Initial
Purchaser, the Agents and the Trustee accordingly disclaim all and any liability whether arising in tort
or contract or otherwise (save as referred to above) which might otherwise have in respect of this
Offering Memorandum or any such statement.
Each person receiving this Offering Memorandum acknowledges that: (i) such person has been
afforded an opportunity to request from us and to review, and has received, all additional information
considered by it to be necessary to verify the accuracy of, or to supplement, the information contained
herein; (ii) such person has not relied on the Initial Purchaser, the Trustee or the Agents or any person
affiliated with the Initial Purchaser, the Agents or the Trustee or their respective advisers in connection
with any investigation of the accuracy of such information or its investment decision; and (iii) no person
has been authorized to give any information or to make any representation concerning us, our
subsidiaries and affiliates, the Notes or the Subsidiary Guarantees (other than as contained herein and
information given by our duly authorized officers and employees in connection with investors'
examination of our company and the terms of the offering of the Notes) and, if given or made, any such
other information or representation should not be relied upon as having been authorized by us, the Initial
Purchaser, the Agents or the Trustee.
None of us and the Initial Purchaser is making an offer to sell the Notes in any jurisdiction except
where an offer or sale is permitted. The distribution of this Offering Memorandum and the offering of
the Notes may in certain jurisdictions be restricted by law. Persons into whose possession this Offering
Memorandum comes are required by us, the Agents, the Trustee and the Initial Purchaser to inform
themselves about and to observe any such restrictions. For a description of the restrictions on offers,
sales and resales of the Notes and distribution of this Offering Memorandum, see ``Transfer
Restrictions'' and ``Plan of Distribution.''
This Offering Memorandum summarizes certain material documents and other information, and we
refer you to them for a more complete understanding of what we discuss in this Offering Memorandum.
In making an investment decision, you must rely on your own examination of us and the terms of the
offering, including the merits and risks involved. None of us, the Initial Purchaser, the Agents and the
Trustee is making any representation to you regarding the legality of an investment in the Notes by you
under any legal, investment or similar laws or regulations. You should not consider any information in
this Offering Memorandum to be legal, business or tax advice. You should consult your own attorney,
business adviser and tax adviser for legal, business and tax advice regarding an investment in the Notes.
We reserve the right to withdraw the offering of the Notes at any time, and the Initial Purchaser
reserves the right to reject any commitment to subscribe for the Notes in whole or in part and to allot to
any prospective purchaser less than the full amount of the Notes sought by such purchaser. The Initial
Purchaser and certain related entities may acquire for their own account a portion of the Notes.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR EXEMPTION
THEREFROM. YOU SHOULD BE AWARE THAT YOU MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. SEE
``TRANSFER RESTRICTIONS.''
The Initial Purchaser, the Agents and the Trustee have not independently verified the information
contained herein. Accordingly, the Initial Purchaser, the Agents and the Trustee or their respective
affiliates or advisers are not making any representation or warranty as to the accuracy or completeness
of the information in this Offering Memorandum, and nothing contained in this Offering Memorandum
is, or may be relied upon as, a promise or representation, whether as to the past, the present or the
future. The Initial Purchaser, the Agents and the Trustee assume no responsibility for the accuracy or
completeness of the information contained in this Offering Memorandum.
­ ii ­


CERTAIN DEFINITIONS, CONVENTIONS AND CURRENCY PRESENTATION
We have prepared this Offering Memorandum using a number of conventions, which you should
consider when reading the information contained herein. When we use the terms ``we,'' ``us,'' ``our,''
``our Group'' and words of similar import, we are referring to 361 Degrees International Limited itself,
or to 361 Degrees International Limited and its subsidiaries, as the context requires. When we use the
terms ``Issuer'' and ``Company,'' we are referring to 361 Degrees International Limited.
Market data and certain industry forecast and statistics in this Offering Memorandum have been
obtained from both public and private sources, including market research, publicly available information
and industry publications. Although we believe this information to be reliable, it has not been
independently verified by us, the Agents, the Trustee or the Initial Purchaser or their respective affiliates
and advisers, and none of us, the Agents, the Trustee, the Initial Purchaser or our or their respective
affiliates and advisers make any representation as to the accuracy or completeness of that information. In
addition, third-party information providers may have obtained information from market participants and
such information may not have been independently verified. This Offering Memorandum summarizes
certain documents and other information, and investors should refer to them for a more complete
understanding of what is discussed in those documents. In making an investment decision, each investor
must rely on its own examination of us and the terms of the offering and the Notes, including the merits
and risks involved.
The statistics set forth in this Offering Memorandum relating to the PRC and the sportswear
industry in the PRC were taken or derived from various government and private publications. None of
the Initial Purchaser, the Agents and the Trustee or their respective affiliates or advisers makes any
representation as to the accuracy of such statistics, which may not be consistent with other information
compiled within or outside the PRC. Due to possibly inconsistent collection methods and other
problems, the statistics herein may be inaccurate and should not be unduly relied upon.
References to the ``PRC'' and ``China'' are to the People's Republic of China and, for the purposes
of this Offering Memorandum, except where the context requires, do not include the Hong Kong Special
Administrative Region of the PRC (``Hong Kong''), the Macau Special Administrative Region of the
PRC (``Macau''), or Taiwan. ``PRC government'' or the ``State'' means the central government of the
PRC, including all political subdivisions (including provincial, municipal and other regional or local
governmental entities) and organizations of such government thereof, or, where the context requires, any
of them.
In this Offering Memorandum, ``Initial Purchaser'' refers to Merrill Lynch International.
Unless otherwise specified or the context requires, references herein to ``Hong Kong dollars,''
``HK dollars'' and ``HK$'' and ``HK¢'' are to the official currency of Hong Kong, references herein to
``U.S. dollars'' or ``US$'' are to the official currency of the United States of America and references
herein to ``Renminbi'' or ``RMB'' are to the official currency of the PRC.
We have prepared audited consolidated financial statements for the financial years ended December
31, 2013, 2014 and 2015.
We record and publish our financial statements in Renminbi. Unless otherwise stated in this
Offering Memorandum, all translations from Renminbi amounts to U.S. dollars were made at the rate of
RMB6.4970 to US$1.00, which was the noon buying rate as certified for customs purpose by the H.10
weekly statistical release of the Federal Reserve Board for cable transfers for the Renminbi on May 6,
2016. All such translations in this Offering Memorandum are provided solely for your convenience and
no representation is made that the RMB amounts referred to in this Offering Memorandum could have
been or could be converted into Hong Kong dollars or U.S. dollars or vice versa at any particular rate or
at all. For further information relating to the exchange rates, see ``Exchange Rate Information'' in this
Offering Memorandum.
­ iii ­


In this Offering Memorandum, where information has been presented in thousands or millions of
units, amounts may have been rounded up or down. Accordingly, totals of columns or rows of numbers
in tables may not be equal to the apparent total of the individual items and actual numbers may differ
from those contained herein due to rounding.
The English names of the PRC nationals, entities, departments, facilities, laws, regulations,
certificates, titles and the like are translations of their Chinese names and are included for identification
purposes only.
­ iv ­


FORWARD-LOOKING STATEMENTS
Our Company has made certain forward-looking statements in this Offering Memorandum. All
statements other than statements of historical facts included in this Offering Memorandum, including,
without limitation, those regarding our Group's financial position, future expansion plans, operations and
business prospects, business strategy and the plans and objectives of our Group's management for its
future operations (including development plans and objectives relating to our Group's operations), are
forward-looking statements. These forward-looking statements are based on our Company's current
expectations about future events. Although our Company believes that these expectations and projections
are reasonable, such forward-looking statements are inherently subject to risks, uncertainties and
assumptions, including, among other things, risks associated with our Group's business activities;
general economic and political conditions; availability and cost of financing; possible disruptions to
commercial activities due to natural and human induced disasters, including terrorist activities and
armed conflicts; fluctuations in foreign currency exchange rates; and those other risks identified in the
``Risk Factors'' section of this Offering Memorandum that could cause actual results to differ materially
from our expectations.
The words ``may,'' ``should,'' ``could,'' ``would,'' ``seek,'' ``aim,'' ``anticipate,'' ``believe,''
``estimate,'' ``expect,'' ``intend,'' ``plan'' and similar expressions are intended to identify a number of
these forward-looking statements. Our Company undertakes no obligation to update or revise any
forward-looking statements whether as a result of new information, future events or otherwise. In light
of these risks, uncertainties and assumptions, the forward-looking events discussed in this Offering
Memorandum might not occur and our Company's or our Group's actual results could differ materially
from those anticipated in these forward-looking statements. All forward-looking statements contained in
this Offering Memorandum are qualified by reference to the cautionary statements set forth in this
section.
­ v ­


DEFINITIONS
In this Offering Memorandum, unless the context otherwise requires, the following terms shall
have the meanings set out below.
``2014 Notes''
The 7.5% senior notes due 2017, issued by our Company on
September 12, 2014
``361° products'' or ``361° Adults
consist of the products of our 361° brand and Innofashion sub-
products''
brand
``361° Kids business''
the design, manufacture, distribution and sale of children's
sportswear, footwear, apparel and accessories, as currently
conducted by 361 Degrees Kids Wear Holdings Limited, 361
Degrees Kids Wear Limited, 361 Degrees Kids Wear Investment
Limited, 361 Degrees (HK) Investment Limited and 361 Degrees
Children's Clothing Co. Limited under our Company's 361° Kids
brand, and reasonable extensions thereof
``ASP''
average wholesale selling price
``associate(s)''
has the meaning ascribed thereto under the Listing Rules
``authorized retail outlet(s)''
retail outlet(s) operated by (i) one of our authorized retailers upon
the adoption of the new distributorship business model in 2008
under the 361° and 361° Kids brand names and Innofashion sub-
brand name, selling exclusively our products; or (ii) one of our
pre-2008 customers selling non-exclusively our products (as the
case may be). Such retail outlet(s) is/are owned and operated by
independent third party(ies)
``authorized retailer(s)''
retailer(s) authorized by our distributor with our consent upon the
adoption of the new distributorship business model in 2008 or
authorized by us prior to 2008 to sell our 361° products to
consumers in authorized retail outlets (as the case may be). Such
retailer(s) is/are independent third party(ies)
``Board'' or ``Board of Directors''
the board of Directors of our Company
``business day''
a day on which banks in Hong Kong are generally open for
business to the public and which is not a Saturday, Sunday or
public holiday in Hong Kong
``BVI''
the British Virgin Islands
``CAGR''
compound annual growth rate
``China'' or ``PRC''
the People's Republic of China excluding, for the purpose of this
Offering Memorandum, Hong Kong, the Macau Special
Administrative Region and Taiwan
``Cap. 32 Companies (WUMP)
the Companies (Winding Up and Miscellaneous Provisions)
Ordinance''
Ordinance (Chapter 32 of the laws of Hong Kong prior to March
3, 2014), as amended and supplemented from time to time
­ vi ­


``Cap. 622 Companies Ordinance''
the Companies Ordinance (Chapter 622 of the Laws of Hong
Kong) with effect from March 3, 2014 (known as the Companies
Ordinance, Chapter 32 of the Laws of Hong Kong prior to March
3, 2014), as amended and supplemented from time to time
``Company'' or ``our Company''
361 Degrees International Limited (361), an
exempted company incorporated with limited liability under the
laws of the Cayman Islands on August 1, 2008, which was
formerly known as 361 International Ltd. and it changed its name
on March 30, 2009
``connected person(s)''
has the meaning ascribed thereto under the Listing Rules
``Convertible Bonds''
the 4.5% convertible bonds due 2017, issued by our Company on
April 3, 2012 and redeemed in full by our Company on December
4, 2014
``Dings International''
Dings International Company Limited (), a
company incorporated in the BVI with limited liability on
February 15, 2008, the entire issued share capital of which is
owned by Mr. Ding Wuhao ()
``Director(s)''
the director(s) of our Company
``EIT Law''
Enterprise Income Tax Law of the PRC (
), promulgated by the National People's Congress of the
PRC () on March 16, 2007 and effective as of
January 1, 2008
``ePOS''
electronic points-of-sale
``governmental authority''
any public, regulatory, taxing, administrative or governmental
agency or authority (including, without limitation, the Hong Kong
stock exchange, the SFC and the united States Securities And
Exchange Commission), other authority and any court at the
national, provincial, municipal or local level
``GDP''
gross domestic product
``GPS''
global positioning system
``Group,'' ``our Group,'' ``we''
our Company and its subsidiaries or, where the context so
or ``us''
requires in respect of period before our Company became the
holding Company of its present subsidiaries, the present
subsidiaries of our Company and the businesses carried on by
such subsidiaries or (as the case may be) their predecessors
``HK$'' and ``cents''
Hong Kong dollars and cents respectively, the lawful currency for
the time being of Hong Kong
``HIBOR''
Hong Kong inter-bank offer rate, the interest rate stated in Hong
Kong dollars on the lending and borrowing between banks in the
Hong Kong interbank market
``HKAS(s)''
Hong Kong Accounting Standards
``HKFRS(s)''
Hong Kong Financial Reporting Standard(s) (including HKASs
and Interpretations) issued by HKICPA
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``HKICPA''
Hong Kong Institute of Certified Public Accountants
``Hong Kong,'' ``HKSAR'' or
the Hong Kong Special Administrative Region of the PRC
``HK''
``Hong Kong Stock Exchange''
The Stock Exchange of Hong Kong Limited
``Hui Rong International''
Hui Rong international company limited (), a
company incorporated in the BVI with limited liability on 15
February 2008, the entire issued share capital of which is owned
by Mr. Ding Huirong ()
``Indenture''
the indenture governing the Notes, to be entered into by and
among our Company, the Subsidiary Guarantors (as defined in
``Description of the Notes'') and the Trustee
``Initial Purchaser''
Merrill Lynch International
``IPO''
The initial public offering of our shares on the Hong Kong Stock
Exchange
``Jia Chen International''
Jia Chen International Co., Ltd. (), a company
incorporated in the BVI with limited liability on April 25, 2008,
the entire issued share capital of which is owned by Mr. Wang
Jiachen ()
``Jia Wei International''
Jia Wei International Co., Ltd. (), a company
incorporated in the BVI with limited liability on April 25, 2008,
the entire issued share capital of which is owned by Mr. Wang
Jiabi ()
``Laws''
all laws, rules, statutes, ordinances, regulations, guidelines,
opinions, notices, circulars, orders, judgments, decrees or rulings
of any governmental authority and ``law'' includes any one of
them
``LIBOR''
London inter-bank offer rate, the benchmark rate that some of the
leading banks in London charge each other for short-term loans
``Listing Rules''
the rules governing the listing of securities on the Hong Kong
Stock Exchange, as amended, supplemented or otherwise
modified from time to time
``Ming Rong International''
Ming Rong International Company Limited (),
a company incorporated in the BVI with limited liability on
February 20, 2008, the entire issued share capital of which is
owned by Mr. Ding Huihuang ()
``Noteholders''
the holders of the Notes
``PBOC''
The People's Bank of China (), The Central Bank
of China
``PRC government'' or ``State''
the central government of the PRC, including all governmental
subdivisions (including provincial, municipal and other regional
or local government entities) and instrumentalities thereof
``Regulation S''
Regulation S under the Securities Act
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