Belle International : JOINT ANNOUNCEMENT (1) PROPOSAL FOR THE PRIVATISATION OF BELLE INTERNATIONAL HOLDINGS LIMITED BY THE OFFEROR BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTION 86 OF THE COMPANIES LAW (2) PROPOSED WITHDRAWAL OF LISTING OF BELLE INTERNATIONAL HOLDINGS LIMITED

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Offeror or the Company nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities of the Company or of the Offeror in any jurisdiction in contravention of applicable law.

Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

(Incorporated in the Cayman Islands as an exempted

company with limited liability)

百麗國際控股有限公司

(Incorporated in the Cayman Islands as an exempted company with limited liability)

1. PROPOSAL FOR THE PRIVATIZATION OF BELLE INTERNATIONAL HOLDINGS LIMITED BY THE OFFEROR BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTION 86 OF THE COMPANIES LAW
2. PROPOSED WITHDRAWAL OF LISTING OF BELLE INTERNATIONAL HOLDINGS LIMITED
3. SPECIAL DEAL RELATING TO MANAGEMENT PARTICIPATION DESPATCH OF SCHEME DOCUMENT

Reference is made to (i) the announcement jointly issued by Belle International Holdings Limited (the "Company") and Muse Holdings-B Inc. (the "Offeror") on 28 April 2017 (the "Announcement") in relation to, among other things, the Proposal and the Scheme; (ii) the announcement jointly issued by the Company and the Offeror on 18 May 2017 in relation to the extension of time for despatch of the Scheme Document; and (iii) the scheme document in relation to the Proposal and the Scheme (the "Scheme Document"). Capitalized terms used herein shall have the same meanings as defined in the Scheme Document unless the context requires otherwise.

The Scheme Document together with the notices of the Court Meeting and the Extraordinary General Meeting of the Company to be held on Monday, 17 July 2017 and the relevant proxy forms will be despatched to the Shareholders on Saturday, 24 June 2017.

The Scheme Document contains, among other things, further details of the Proposal, the Scheme, the Management Participation, the expected timetable, the explanatory memorandum of the Scheme as required under the Companies Law, general information regarding the Company and the Offeror, the letters from the Board, the Independent Board Committee and the Independent Financial Adviser, a notice of the Court Meeting and a notice of the Extraordinary General Meeting.

An Independent Board Committee, which comprises of Mr. HO Kwok Wah, George, Mr. CHAN Yu Ling, Abraham, Dr. XUE Qiuzhi and Mr. GAO Yu, being all the independent non-executive Directors, has been established by the Board to advise the Disinterested Shareholders and the Independent Shareholders in connection with the Proposal and in particular as to whether (i) the Proposal, the Scheme and the Management Participation are, or are not, fair and reasonable; and (ii) to vote in favour of the Scheme at the Court Meeting and the Proposal and the Management Participation at the Extraordinary General Meeting.

Anglo Chinese Corporate Finance, Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee in connection with the Proposal, the Scheme and the Management Participation.

The Independent Financial Adviser has advised the Independent Board Committee that it considers that, as far as the Disinterested Shareholders and the Independent Shareholders are concerned, the terms of the Proposal, the Scheme and the Management Participation are fair and reasonable, and accordingly, it advises the Independent Board Committee to recommend the Disinterested Shareholders and the Independent Shareholders (as the case may be) to vote in favour of the relevant resolutions to be proposed at the Court Meeting and the Extraordinary General Meeting to approve and implement the Proposal, the Scheme and the Management Participation.

The Independent Board Committee, having been so advised, considers that, as far as the Disinterested Shareholders and the Independent Shareholders are concerned, the terms of the Proposal, the Scheme and the Management Participation are fair and reasonable. Accordingly, the Independent Board Committee recommends the Disinterested Shareholders and the Independent Shareholders (as the case may be) to vote in favour of the relevant resolutions to be proposed at the Court Meeting and the Extraordinary General Meeting to approve and implement the Proposal, the Scheme and the Management Participation.

Shareholders are urged to read and consider carefully the recommendations of the Independent Board Committee and the advice of the Independent Financial Adviser in relation to the Proposal, the Scheme and the Management Participation as set out in the letters from the Independent Board Committee and the Independent Financial Adviser as contained in the Scheme Document.

The Court Meeting and the Extraordinary General Meeting are scheduled to be held at 9:30 a.m. (Hong Kong time) and 10:00 a.m. (Hong Kong time) (or immediately after the conclusion or adjournment of the Court Meeting convened at the direction of the Grand Court of the Cayman Islands for the same day and place), respectively, on Monday, 17 July 2017 at Crystal Ballroom, Basement 3, Holiday Inn Golden Mile Hong Kong, 50 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong.

In accordance with the directions of the Grand Court, the Court Meeting will be held for the purpose of considering and, if thought fit, passing a resolution to approve the Scheme (with or without modifications).

The Extraordinary General Meeting will be held immediately following the Court Meeting for the purpose of considering and, if thought fit, passing, among other things, (i) the special resolution by the Shareholders to approve and give effect to the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares, (ii) the ordinary resolution by the Shareholders to immediately thereafter increase the issued share capital of the Company to the amount prior to the cancellation of the Scheme Shares and apply the reserve created as a result of the aforesaid cancellation of the Scheme Shares to pay up in full at par such number of new Shares as is equal to the number of Scheme Shares cancelled as a result of the Scheme for issue to the Offeror and (iii) the ordinary resolution by the Independent Shareholders to approve the Management Participation.

Notices of the Court Meeting and the Extraordinary General Meeting are contained in the Scheme Document. An announcement will be made by the Company and the Offeror in relation to the results of the Court Meeting and the Extraordinary General Meeting on Monday, 17 July 2017.

For the purpose of determining the entitlements of the Disinterested Shareholders to attend and vote at the Court Meeting and of the Shareholders to attend and vote at the Extraordinary General Meeting, the register of members of the Company will be closed from Wednesday, 12 July 2017 to Monday, 17 July 2017 (both days inclusive) and during such period, no transfer of Shares will be effected. In order to qualify to vote at the Court Meeting and the Extraordinary General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong before 4:30 p.m. (Hong Kong time) on Tuesday, 11 July 2017.

Shareholders and potential investors should be aware that the Proposal is conditional upon the fulfillment or waiver, as applicable, of the Conditions as described in the section headed "3. Conditions to the Scheme" in Part VII - Explanatory Memorandum of the Scheme Document. All the Conditions will have to be fulfilled or waived, as applicable, on or before the Long Stop Date (or such later date as the Offeror and the Company may agree or, to the extent applicable, as the Executive may consent and the Grand Court may direct), failing which the Proposal and the Scheme will lapse. Further announcement(s) on any changes regarding the timetable of the Scheme will be made as and when necessary.