Shanghai La Chapelle Fashion : ARTICLES OF ASSOCIATION

These Articles of Association (the "Articles of Association") are prepared in accordance with the relevant laws and regulations including the Company Law of the People's Republic of China (the "Company Law"), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (the "Mandatory Provisions"), the Letter of Opinion on the Amendment of the Articles of Association of Companies Listing in Hong Kong ("Zheng Jian Hai Han ( 証監海函 )"), the Opinions on Facilitating the Regulated Operation of Companies Listed Overseas and Deepening their Reform (the "Opinions"), the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (the "Special Regulations"), the Guidelines for the Articles of Association of Listed Companies (Amended 2006) (the "Guidelines for the Articles"), and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), and regulatory documents.

SHANGHAI LA CHAPELLE FASHION CO., LTD. (the "Company") is a joint stock limited company established in accordance with the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China (the "Securities Law"), the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (the "Special Regulations"), and other relevant laws and administrative regulations of the People's Republic of China.

The Company was established by means of promotion on 9 May 2011 with the approval of the Shanghai Municipal Commission of Commerce, as evidenced by approval document Hu Shang Wai Zi Pi [2011] No. 861. It is registered with and has obtained a business license from Shanghai Administration Bureau of Industry and Commerce on 23 May 2011. The Company's business license number is: No.310104000185979.

The promoters of the Company are: Xing Jiaxing, GOOD FACTOR LIMITED, Shanghai Ronggao Venture Capital Co., Ltd. ( 上海融高創業投資有限公司 ), Shanghai Hexia Investment Co., Ltd. ( 上海合夏投資有限公司 ), Boxin First Phase (Tianjin) Equity Fund Partnership (Limited Partnership) ( 博信一期（天津）股權投資基金合夥企業（有限合夥）), Yu Tiecheng ( 俞鐵成 ) and Zhang Jiangmin ( 張江敏 ).

The Company's registered name: 上海拉夏貝爾服飾股份有限公司

Shanghai La Chapelle Fashion Co., Ltd

The Company's address: Room 3300, Level 3, Block 1,

270 Cao Xi Road, Shanghai

Postal code: 200235

Telephone number: 021-61955181

Facsimile number: 021-64512990

The Company's legal representative is the Chairman of the Company.

Clause 1 of the Mandatory Provisions

Clause 2 of the Mandatory Provisions

Clause 3 of the Mandatory Provisions

Clause 4 of the Mandatory Provisions

The Company is a joint stock limited company which has perpetual existence.

After being approved by a special resolution at the Company's general meeting, these Articles of Association shall come into effect after the date of listing for trading of the Overseas Listed Foreign Shares (H Shares) issued by the Company to the public on the Stock Exchange of Hong Kong Limited (hereafter referred as "Hong Kong Stock Exchange") upon the approval by the examination and approval department. The original Articles of Association and its amendments will lapse automatically since the effective date of the Articles of Association.

From the effective date hereof, these Articles of Association shall be a legally binding document which regulates the organization and acts of the Company, and the rights and obligations between the Company and its shareholders and among the shareholders themselves.

The Company's Articles of Association are binding on the Company and its shareholders, directors, supervisors, the president and other senior management officers, all of whom may, according to the Company's Articles of Association, assert rights in respect of the affairs of the Company.

Subject to the provision of Article 210 hereof, shareholders may institute legal proceedings against the Company in accordance with these Articles of Association; the Company may institute legal proceedings against the shareholders, directors, supervisors, the president and other senior management officers; shareholders may institute legal proceedings against other shareholders; and shareholders may institute legal proceedings against the directors, supervisors, the president and other senior management officers of the Company.

Instituting legal proceedings as referred to in the preceding paragraph shall include instituting legal proceedings before a court or applying for arbitration with an arbitration commission.

Other senior management officers as referred to in the preceding paragraph shall include the vice president, the responsible officers of financial affairs of the Company and the secretary of the Board of Directors.

The Company may invest in other limited liability companies and joint stock limited companies, and its responsibility to such companies shall be limited to its invested amount.

Clause 5 of the Mandatory Provisions

Clause 6 of the Mandatory Provisions

Clause 7 of the Mandatory Provisions

Clause 8 of the Mandatory Provisions