THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this Scheme Document, the Scheme or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant, or other professional advisor.

If you have sold or transferred all your shares in Belle International Holdings Limited, you should at once hand this Scheme Document and the accompanying forms of proxy to the purchaser or the transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Scheme Document, 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 Scheme Document.

Muse Holdings-B Inc.

(Incorporated in the Cayman

Islands as an exempted company with limited liability)

BELLE INTERNATIONAL HOLDINGS LIMITED

百麗國際控股有限公司

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

(Stock Code: 1880)
  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 Financial Adviser to the Offeror
Independent Financial Adviser to the Independent Board Committee

Unless the context requires otherwise, capitalized terms used in this Scheme Document are defined under the section headed "Definitions" in Part I of this Scheme Document.

A letter from the Board is set out in Part IV of this Scheme Document. A letter from the Independent Board Committee, containing its advice to the Disinterested Shareholders and the Independent Shareholders in connection with the Proposal, the Scheme and the Management Participation is set out in Part V of this Scheme Document. A letter from the Independent Financial Adviser to the Independent Board Committee, containing its advice to the Independent Board Committee in connection with the Proposal, the Scheme and the Management Participation, is set out in Part VI of this Scheme Document. An Explanatory Memorandum regarding the Scheme is set out in Part VII of this Scheme Document.

The actions to be taken by the Shareholders are set out in Part II of this Scheme Document.

Notices convening the Court Meeting to be held at 9:30 a.m. on Monday, 17 July 2017 and the Extraordinary General Meeting to be held at 10:00 a.m. on Monday, 17 July 2017 (or in the case of the Extraordinary General Meeting immediately after the conclusion or the adjournment of the Court Meeting) are set out in Appendix VII and Appendix VIII to this Scheme Document respectively. Whether or not you are able to attend the Court Meeting and/or the Extraordinary General Meeting or any adjournment thereof, you are strongly urged to complete and sign the enclosed pink form of proxy in respect of the Court Meeting and the enclosed white form of proxy in respect of the Extraordinary General Meeting, in accordance with the instructions printed thereon, and to lodge them at the office of the Share Registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not later than the respective times and dates as stated under Part II - Actions to be Taken of this Scheme Document. If the pink form of proxy is not so lodged, it may also be handed to the Chairman of the Court Meeting at the Court Meeting who shall have absolute discretion as to whether or not to accept it.

This Scheme Document is jointly issued by Muse Holdings-B Inc. and Belle International Holdings Limited.

The English language texts of this Scheme Document shall prevail over the Chinese texts for the purpose of interpretation.

24 June 2017

NOTICE TO U.S. INVESTORS

The Proposal is being made to cancel the securities of a Cayman Islands company by means of a scheme of arrangement provided for under the Companies Law. The financial information included in this Scheme Document has been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S.

A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules of the U.S. Securities Exchange Act of 1934, as amended. Accordingly, the Proposal is subject to the disclosure requirements and practices applicable in the Cayman Islands and Hong Kong to schemes of arrangement which differ from the disclosure requirements of the U.S. tender offer rules.

The receipt of cash pursuant to the Proposal by a U.S. holder of Scheme Shares as consideration for the cancellation of his Scheme Shares pursuant to the Scheme may be a taxable transaction for

U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other tax laws. Each holder of Scheme Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of the Proposal applicable to him.

It may be difficult for U.S. holders of Scheme Shares to enforce their rights and claims arising out of the U.S. federal securities laws, since the Offeror, the Joint Offerors and the Company are located in a country other than the U.S., and some or all of their officers and directors may be residents of a country other than the U.S.. U.S. holders of Scheme Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement.

PART I

- DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

PART II

- ACTIONS TO BE TAKEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

PART III

- EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

PART IV

- LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . .

16

PART V

- LETTER FROM THE INDEPENDENT BOARD

COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33

PART VI

- LETTER FROM THE INDEPENDENT FINANCIAL

ADVISER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

36

PART VII

- EXPLANATORY MEMORANDUM . . . . . . . . . . . . . . . . . . . . . . .

53

APPENDIX I

- FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . .

I-1

APPENDIX II

- PROPERTY VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . .

II-1

APPENDIX III

- GENERAL INFORMATION ON THE COMPANY . . . . . . . . . . .

III-1

APPENDIX IV

- GENERAL INFORMATION ON THE OFFEROR . . . . . . . . . . .

IV-1

APPENDIX V

- DOCUMENTS AVAILABLE FOR INSPECTION . . . . . . . . . . . .

V-1

APPENDIX VI

- SCHEME OF ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . .

VI-1

APPENDIX VII

- NOTICE OF COURT MEETING . . . . . . . . . . . . . . . . . . . . . . . .

VII-1

APPENDIX VIII

- NOTICE OF EXTRAORINDARY GENERAL MEETING . . . . .

VIII-1

In this Scheme Document, the following expressions have the meanings set out below unless the context requires otherwise:

DEFINITIONS "Acquisition Financing" as such term is defined in the section headed "12. Financial

Resources" in Part VII - Explanatory Memorandum of this Scheme Document

"acting in concert" has the same meaning ascribed to it under the Takeovers

Code, and "parties acting in concert" and "Concert Parties" shall be construed accordingly

"Announcement" the announcement jointly issued by the Offeror and the Company dated 28 April 2017 in relation to, among other things, the Proposal and the Scheme "Announcement Date" 28 April 2017, being the date of the Announcement "associate(s)" has the same meaning ascribed to it under the Takeovers Code "Authorizations" all necessary authorizations, registrations, filings, rulings, consents, permissions, waivers, exemptions and approvals required from the Relevant Authorities or other third parties "Beneficial Owner" any beneficial owner of the Shares "Board" the Company's board of the Directors "BofAML" Merrill Lynch (Asia Pacific) Limited, a corporation licensed to carry on type 1 (dealing in securities), type 4 (advising on securities), type 5 (advising on future contracts) and type 6 (advising on corporate finance) regulated activities with the SFC, which is the financial adviser to the Offeror in respect of the Proposal "BRVL" Best Rich Ventures Limited, a business company incorporated in the British Virgin Islands with limited liability that is wholly-owned by a family trust founded by Mr. SHENG Baijiao, of which he is the sole beneficiary "Business Day(s)" a day on which the Stock Exchange is open for the transaction of business "Cancellation Consideration" the consideration in cash to be paid to the Scheme

Shareholders (other than the WMVL Shareholders), being the Cancellation Consideration Price for every Scheme Share cancelled pursuant to the Scheme

Belle International Holdings Limited published this content on 23 June 2017 and is solely responsible for the information contained herein.
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