Belle International : JOINT ANNOUNCEMENT (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

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)

(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 Financial Adviser to the Offeror

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; 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"). Capitalized terms used herein shall have the same meanings as defined in the Scheme Document unless the context requires otherwise.

This announcement is in response to certain news report appearing in Hong Kong on 7 July 2017 in relation to the Scheme (the "News Report").

1. Withdrawal of Shares from CCASS

   It was stated in the News Report that approximately 540 million Shares were withdrawn from CCASS since the date of the Announcement.

   As disclosed in the Scheme Document, the Joint Offerors and the Participating Management Shareholders that are to roll over their Shares in connection with the Scheme under the Rollover Agreement are not entitled to vote at the Court Meeting.

   As at the date of the Announcement, the Joint Offerors and the Participating Management Shareholders held in aggregate 391,324,360 Shares through CCASS (the "Interested Deposited Shares"). In order to ensure that the votes to be cast at the Court Meeting by HKSCC Nominees Limited in respect of the Shares held through CCASS can be easily identified and do not include the Interested Deposited Shares, the Joint Offerors and the Participating Management Shareholders withdrew such 391,324,360 Interested Deposited Shares from CCASS after the date of the Announcement.

   The Company is informed that 31 current and retired employees of the Group had been depositing in aggregate 155,930,500 Shares in CCASS, and, after the date of the Announcement, they voluntarily decided to withdraw such Shares from CCASS and become a Shareholder on record for their right to attend and vote at the Court Meeting in accordance with the procedures for withdrawing Shares from CCASS as set out in the last paragraph of page 11 under "Part II Actions to be Taken" of the Scheme Document.

2. Additional Shareholders

It was stated in the News Report that between 26 June 2017 and 28 June 2017, 237 new Shareholders were recorded on the Hong Kong register of members of the Company.

The Group has approximately 111,700 employees. The Company understands that approximately 300 current employees of the Group acquired Shares after the date of the Announcement with their own funds based on their independent and voluntary decision to acquire Shares and to take part in the Scheme (the "Relevant Acquisitions"). The Relevant Acquisitions were made between 23 June 2017 and 26 June 2017 (with completion of settlement between 26 June 2017 and 28 June 2017) at the then market trading prices between HK$6.09 and HK$6.10, which is below the Cancellation Consideration Price of HK$6.30 per Share under the Scheme. The Relevant Acquisitions by such employees were not at the instruction or controlled by, nor resulted from any agreement, understanding or active co-operation with, nor funded directly or indirectly by, any of the Company nor any of the Offeror or Joint Offerors.

None of the Offeror, the Joint Offerors, any Offeror Concert Parties, any Participating Management Shareholders nor any parties that provided the Certain Disinterested Shareholders Irrevocable Undertakings had dealt for value in any Shares, convertible securities, warrants or options of the Company or any derivatives in respect of such securities during the period commencing 28 October 2016 (the date falling six months before the date of the Announcement) up to the date of this announcement, save (i) as disclosed in pages IV-3 and IV-4 under "Appendix IV General Information on the Offeror" to the Scheme Document in relation to the dealings in ordinary shares during the Relevant Period conducted by the BofAML group and (ii) for the transactions conducted by Southern Oak Maniford Master Fund, an entity under the common control of CDH Fund V Group as disclosed in page IV-3 under "Appendix IV General Information on the Offeror" to the Scheme Document.

By order of the board of directors of

Director

By order of the Board

CEO & Executive Director

Hong Kong, 7 July 2017

As at the date of this announcement, the Board comprises Mr. SHENG Baijiao, Mr. TANG King Loy, Mr. SHENG Fang and Mr. YU Wu as Executive Directors; Mr. TANG Yiu, Mr. TANG Wai Lam and Ms. HU Xiaoling as non-executive Directors; and Mr. HO Kwok Wah, George, Mr. CHAN Yu Ling, Abraham, Dr. XUE Qiuzhi and Mr. GAO Yu as independent non-executive Directors. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Offeror and the Joint Offerors), and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those expressed by the Offeror and the Joint Offerors), have been arrived at after due and careful consideration and there are no facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the sole director of the Offeror is Mr. O'CONNELL Colm John. The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Group and the Joint Offerors) and confirm, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the Group and the Joint Offerors), have been arrived at after due and careful consideration and there are no facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

Each of Mr. YU Wu and Mr. SHENG Fang (in his capacity as the sole director of Starry Sign Limited and Sure Beauty Limited, respectively, and each as one of the Joint Offerors) accepts full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Group, Hillhouse Capital Group and CDH Group) and confirms, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the Group, Hillhouse Capital Group and CDH Group), have been arrived at after due and careful consideration and there are no facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the sole director of each of Hillhouse HHBH Holdings Limited; Hillhouse HHBG Holdings Limited; HHCDR GP, Ltd. (the general partner of HHBH Investment, L.P. and HHBG Investment, L.P., which wholly-owns Hillhouse HHBH Holdings Limited and Hillhouse HHBG Holdings Limited, respectively) is Mr. O'CONNELL Colm John. The sole director of each of Hillhouse HHBH Holdings Limited and Hillhouse HHBG Holdings Limited accepts full responsibility for the accuracy of the information contained in this announcement (other than that relating to the Group, the Executive Management Group and CDH Group) and confirms, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this announcement (other than those expressed by the Group, the Executive Management Group and CDH Group), have been arrived at after due and careful consideration and there are no facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.