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 joint 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 joint announcement.

This joint 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)

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

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
3. SPECIAL DEAL RELATING TO MANAGEMENT PARTICIPATION RESULTS OF COURT MEETING AND EXTRAORDINARY GENERAL MEETING

On Monday, 17 July 2017, the resolution to approve the Scheme was approved by the Disinterested Shareholders present and voting either in person or by proxy at the Court Meeting.

The special resolution to approve and give effect to the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares and the ordinary resolution to immediately thereafter increase the issued share capital of the Company to its former amount by issuing to the Offeror the same number of Shares as the number of Scheme Shares cancelled and extinguished and apply the credit arising in its books of account as a result of the aforesaid capital reduction in paying up in full at par the new Shares issued, credited as fully paid, to the Offeror were approved by the Shareholders at the Extraordinary General Meeting.

The ordinary resolution to approve the Management Participation was also approved by the Independent Shareholders at the Extraordinary General Meeting.

For the purpose of determining those Scheme Shareholders who are qualified for entitlements under the Scheme, the registers of members of the Company will be closed from Friday, 21 July 2017 to Tuesday, 25 July 2017. During such period, no transfer of Shares will be effected.

References are made to (i) the joint announcement issued by Belle International Holdings Limited (the "Company") and Muse Holdings-B Inc. (the "Offeror") on 28 April 2017 in relation to, among other things, the Proposal and the Scheme (the "Announcement"); and (ii) the scheme document jointly issued by the Company and the Offeror on 24 June 2017 in relation to the Proposal and the Scheme (the "Scheme Document").

Unless otherwise defined, terms used herein shall have the same meaning as those defined in the Scheme Document.

The Court Meeting was held at Crystal Ballroom, Basement 3, Holiday Inn Golden Mile Hong Kong, 50 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on 17 July 2017 at 9:30 a.m. (Hong Kong time). Disinterested Shareholders who were present either in person or by proxy were entitled to vote in respect of all of their Scheme Shares. In compliance with both Section 86 of the Companies Law and Rule 2.10 of the Takeovers Code, the approval required to be obtained at the Court Meeting in respect of the Scheme would be regarded as obtained if:

1. the Scheme was approved (by way of poll) by a majority in number of the Disinterested Shareholders representing not less than 75% in value of the Scheme Shares held by the Disinterested Shareholders, present and voting either in person or by proxy at the Court Meeting;

2. the Scheme was approved (by way of poll) by the Disinterested Shareholders holding at least 75% of the votes attaching to the Scheme Shares held by the Disinterested Shareholders that are voted either in person or by proxy at the Court Meeting; and

3. the number of votes cast (by way of poll) by the Disinterested Shareholders present and voting either in person or by proxy at the Court Meeting against the resolution to approve the Scheme at the Court Meeting is not more than 10% of the votes attaching to all Scheme Shares held by all the Disinterested Shareholders.

At the Court Meeting:

1. a total number of 250 holders of Scheme Shares (representing approximately 67.57% of the total number of 370 holders of Scheme Shares who attended and voted either in person or by proxy at the Court Meeting) holding 5,940,438,037 Scheme Shares (representing approximately 98.71% in value of the Scheme Shares held by the holders of Scheme Shares who were present and voting either in person or by proxy at the Court Meeting) voted in favour of the resolution to approve the Scheme, and a total number of 120 holders of Scheme Shares (representing approximately 32.43% of the total number of 370 holders of Scheme Shares who attended and voted either in person or by proxy at the Court Meeting) holding 77,762,956 Scheme Shares (representing approximately 1.29% in value of the Scheme Shares held by the holders of Scheme Shares who were present and voting either in person or by proxy at the Court Meeting) voted against the resolution to approve the Scheme. For the avoidance of doubt, the number of holders of Scheme Shares includes the number of the CCASS Participants who instructed HKSCC Nominees Limited to vote on the Scheme, details of which are set out below;

2. Disinterested Shareholders holding 5,940,438,037 Scheme Shares (representing approximately 98.71% of the votes attaching to the Scheme Shares held by the Disinterested Shareholders that were voted either in person or by proxy at the Court Meeting) voted in favour of the resolution to approve the Scheme, and Disinterested Shareholders holding 77,762,956 Scheme Shares (representing approximately 1.29% of the votes attaching to the Scheme Shares held by Disinterested Shareholders that were voted either in person or by proxy at the Court Meeting) voted against the resolution to approve the Scheme; and

3. Disinterested Shareholders holding 5,940,438,037 Scheme Shares (representing approximately 82.60% of the votes attaching to all Scheme Shares held by all the Disinterested Shareholders) voted in favour of the resolution to approve the Scheme, and Disinterested Shareholders holding 77,762,956 Scheme Shares (representing approximately 1.08% of the votes attaching to all Scheme Shares held by all the Disinterested Shareholders) voted against the resolution to approve the Scheme.

Accordingly, the resolution proposed at the Court Meeting to approve the Scheme was duly passed in accordance with the requirements of both Section 86 of the Companies Law and Rule 2.10 of the Takeovers Code.

The total number of Scheme Shares entitling the holders to attend and vote for or against the Scheme either in person or by proxy at the Court Meeting was 7,192,239,398 Scheme Shares. For the purposes of satisfying Rule 2.10 of the Takeovers Code, the Offeror, the Joint Offerors, the Offeror Concert Parties, the WMVL Shareholders and those who must not vote pursuant to Rule 35.4 of the Takeovers Code were required to abstain from voting at the Court Meeting in accordance with the Takeovers Code.

The Participating Management Shareholders whose Shares do not form part of the Scheme Shares were not entitled to vote on the Scheme at the Court Meeting.

In accordance with the direction from the Grand Court, HKSCC Nominees Limited was permitted to vote both for and against the Scheme in accordance with instructions received by it from CCASS Participants (as defined under the General Rules of CCASS). However, for the purpose of calculating the "majority in number", each such CCASS Participant who instructed HKSCC Nominees Limited to vote in favour of the Scheme was counted for the "majority in number" as a single Shareholder voting in favour of the Scheme, and, if applicable, each such CCASS Participant who instructed HKSCC Nominees Limited to vote against the Scheme was counted for the "majority in number" as a single Shareholder voting against the Scheme. HKSCC Nominees Limited itself, as opposed to instructing CCASS Participants, was not counted as a Shareholder for the purpose of the calculation of the "majority in number". A total number of 39 CCASS Participants holding 3,068,727,966 Scheme Shares voted in favour of the resolution to approve the Scheme and a total number of 15 CCASS Participants holding 76,832,000 Scheme Shares voted against the resolution to approve the Scheme at the Court Meeting.