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.

BELLE INTERNATIONAL HOLDINGS LIMITED

百麗國際控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock code: 1880)

ADOPTION OF SHARE AWARD SCHEME

The Board is pleased to announce that it has approved the adoption of the Share Award Scheme on

26 May 2014. The purpose of the Share Award Scheme is to recognize and motivate the contribution of certain members of management of the Group and to provide incentives and help the Group in retaining its existing members of management and to provide them with a direct economic interest in attaining the long-term business objectives of the Group.

The Share Award Scheme does not constitute a share option scheme or an arrangement analogous to a share option scheme for the purpose of Chapter 17 of the Listing Rules.

The Board is pleased to announce that it has approved the adoption of the Share Award Scheme on

26 May 2014. A summary of the principal terms of the Share Award Scheme is set out in this announcement.

THE SHARE AWARD SCHEME Purpose and Objectives

The purpose of the Share Award Scheme is to recognize and motivate the contribution of certain members of management of the Group and to provide incentives and help the Group in retaining its existing members of management and to provide them with a direct economic interest in attaining the long-term business objectives of the Group.

Duration

Subject to any early termination as may be determined by the Board, the Share Award Scheme shall be effective from the Adoption Date and shall continue in full force and effect for an initial term of ten (10) years commencing on the Adoption Date and, subject to full compliance of the Listing Rules and other legal requirements from time to time, shall be automatically renewed for a further term of ten (10) years on the same terms or such terms as the Board shall deem appropriate.

1

Administration
The Share Award Scheme shall be subject to the administration of the Board and the Trustee in accordance with the Scheme Rules and the Trust Deed.
Operation of the Share Award Scheme

Contribution of funds to the Trust

The Company may from time to time cause to be paid a Contributed Amount to the Trust by way of settlement or otherwise contributed by the Company or such other person as directed by the Company which shall constitute part of the Trust Fund, for the purchase of Shares and other purpose set out in the Scheme Rules and the Trust Deed. The Company may from time to time instruct the Trustee to directly or indirectly purchase Shares in the open market on the Stock Exchange (other than from any Connected Person of the Company). Once purchased, the Shares are to be held directly or indirectly by the Trustee for the benefit of the Selected Participants under the Trust. On each occasion when the Company instructs the Trustee to purchase Shares, the Company shall specify the maximum amount of funds to be used and the range of prices at which such Shares are to be purchased. The Trustee may not incur more than the maximum amount of funds or, directly or indirectly, purchase any Shares at a price falling outside the range of prices so specified unless with the prior written consent of the Company.

Award of Awarded Shares to Selected Participants

The Board may, from time to time, at its absolute discretion select any Eligible Participant (other than any Excluded Person) for participation in the Share Award Scheme as a Selected Participant, and grant such number of Awarded Shares to any Selected Participant at no consideration and in such number and on and subject to such terms and conditions as it may in its absolute discretion determine.
In determining the number of Awarded Shares to be granted to any Selected Participant (excluding any Excluded Person), the Board shall take into consideration matters including, but without limitation to,
(a) the present contribution and expected contribution of the relevant Selected Participant to

the profits of the Group;

(b) the general financial condition of the Group;
(c) the Group's overall business objectives and future development plan; and
(d) any other matter which the Board considers relevant.
The Board is entitled to impose any conditions (including a period of continued service within the Group after the Award) as it deems appropriate in its absolute discretion with respect to the vesting of the Awarded Shares on the Selected Participant.
Where any grant of Awarded Shares is proposed to be made to any person who is a Connected Person of the Company, the Company shall comply with such provisions of the Listing Rules as may be applicable, including any reporting, announcement and/or shareholders' approval requirements, unless otherwise exempted under the Listing Rules.

2

Vesting of Awarded Shares

Subject to the terms and condition of the Share Award Scheme and the fulfillment of all vesting conditions (if any) to the vesting of the Awarded Shares on such Selected Participant as specified in the Scheme Rules and the grant notice (as the case may be), the respective Awarded Shares held by the Trustee on behalf of the Selected Participant pursuant to the provision hereof shall vest in such Selected Participant in accordance with the vesting schedule as set out in the grant notice, and the Trustee shall cause the Awarded Shares to be transferred to such Selected Participant (or his nominee) on the Vesting Date.
Prior to the Vesting Date, any Award made hereunder shall be personal to the Selected Participant to whom it is made and shall not be assignable and no Selected Participant shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to the Awarded Shares referable to him pursuant to such Award.
Other Terms and Conditions
In the event that the Trustee is required to exercise the voting rights in respect of any Shares held by it under the Trust (if any) (including but not limited to the Awarded Shares, any bonus Shares and scrip Shares derived therefrom) in any general meetings of the Company, it shall seek directions from the Board with respect to the voting instructions thereof prior to the respective general meetings, and shall execute such proxy form or authorisation documents as the Board may direct for such purpose.
No Award shall be made by the Board and no instructions to acquire any Shares shall be given to the Trustee under the Share Award Scheme where dealings in the Shares are prohibited under any code or requirement of the Listing Rules and all applicable laws from time to time.
If there occurs an event of change in control of the Company, whether by way of offer, merger, scheme of arrangement or otherwise prior to the Vesting Date, the Trustee shall seek directions from the Company to determine whether such Awarded Shares shall vest in the Selected Participant and the time at which such Awarded Shares shall vest.
In the event the Company undertakes a subdivision or consolidation of the Shares, such Selected Participant shall be entitled to those Awarded Shares as so subdivided or consolidated and the Company shall as soon as reasonably practicable after such subdivision or consolidation has been effected, notify each such Selected Participant of the number of Awarded Shares that he has become entitled to on vesting after such subdivision or consolidation (as the case may be).
Limit of the Share Award Scheme
The Board may from time to time determine the maximum number of Shares which may be purchased by the Trustee in the open market on the Stock Exchange. At the initial stage, the maximum number of Shares which may be purchased by the Trustee is 3 per cent. of the issued share capital of the Company at the Adoption Date.
The maximum aggregate nominal value of Awarded Shares which may be awarded to a Selected Participant under the Share Award Scheme shall not exceed 0.1 per cent. of the issued share capital of the Company at the date of such Award.

3

Termination
The Share Award Scheme shall terminate on the earlier of: (a) the expiration of the Term; and
(b) such date of early termination of the Share Award Scheme as determined by the Board by a
resolution of the Board,
provided that such termination shall not affect any subsisting rights of any Selected Participant hereunder.
Other Information
The Share Award Scheme does not constitute a share option scheme or an arrangement analogous to a share option scheme for the purpose of Chapter 17 of the Listing Rules.
DEFINITIONS
In this announcement, the following expressions shall have the following meanings unless the context requires otherwise:
"Adoption Date" 26 May 2014, being the date on which the Share Award
Scheme is adopted by the Company;
"Award" an award of Awarded Shares by the board to a Selected

Participant;

"Awarded Share(s)" in respect of a Selected Participant, such number of Shares

awarded by the Board;

"Share Award Scheme" the "Belle International Holdings Limited Share Award
Scheme";
"Board" the board of directors of the Company;
"Business Day" a day (other than Saturday) on which the Stock Exchange is open for trading and on which banks are open for business in Hong Kong;
"Company" Belle International Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange (Stock Code: 1880);
"Connected Person" has the meaning ascribed to such term in the Listing Rules;
"Contributed Amount" cash paid or made available to the Trust by way of settlement or otherwise contributed by the Company and such other person to the Trust as determined by the Company from time to time;

4

"Director" directors of the Company;
"Eligible Participant" member of management of any member of the Group;
"Excluded Person" any Director at the relevant time and such person or category of persons determined by the Board from time to time who shall not be an Eligible Participant;
"Listing Rules" The Rules Governing the Listing of Securities on the Stock
Exchange;
"Group" the Company and its Subsidiaries from time to time, and
"member of the Group" means any or a specific one of them;
"Hong Kong" the Hong Kong Special Administrative Region of the People's
Republic of China;
"Scheme Rules" the rules to the Share Award Scheme in its present or any

amended form;

"Selected Participant(s)" Eligible Participant(s) selected by the Board for participation in the Share Award Scheme;
"Shares" ordinary shares of HK$0.01 each in the capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time);
"Stock Exchange" The Stock Exchange of Hong Kong Limited;
"Subsidiary" has the meaning ascribed to such term in the Listing Rules;
"Trust" the trust constituted by the Trust Deed;
"Trust Deed" a trust deed to be entered into between the Company and the Trustee (as restated, supplemented and amended from time to time);
"Trust Fund" the funds and properties held under the Trust and managed by the Trustee for the benefit of the Eligible Participants (other than the Excluded Persons);
"Trustee" Bright Hundred (PTC) Limited, and any additional or replacement trustees, being the trustee or trustees for the time being of the trusts declared in the Trust Deed; and

5

"Vesting Date" in respect of a Selected Participant, the date on which his entitlement to the Awarded Shares is vested in such Selected Participant.

By Order of the Board

Belle International Holdings Limited

SHENG Baijiao

CEO & Executive Director

Hong Kong, 26 May 2014

As at the date of this announcement, the Executive Directors of the Company are Mr. Sheng Baijiao, Mr. Tang King Loy and Mr. Sheng Fang, the Non-executive Directors are Mr. Tang Yiu, Mr. Gao Yu and Ms. Hu Xiaoling, and the Independent Non-executive

Directors are Mr. Ho Kwok Wah, George, Mr. Chan Yu Ling, Abraham and Dr. Xue Qiuzhi.

6

distributed by