Shanghai La Chapelle Fashion : CIRCULAR OF THE 2017 THIRD EXTRAORDINARY GENERAL MEETING

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in Shanghai La Chapelle Fashion Co., Ltd., you should at once hand this circular, together with the accompanying form of proxy and reply slip, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

(a joint stock company incorporated in the People's Republic of China with limited liability)

A letter from the Board is set out in pages 3 to 6 of this circular.

Please read pages 38 to 40 of this circular for the Notice convening the EGM.

Any Shareholder(s) entitled to attend and vote at the EGM are entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a Shareholder. In the event that a Shareholder appoints more than one proxy to attend the EGM, such proxies may only exercise their voting rights on a poll. If you intend to appoint proxy(ies) to attend and vote on your behalf at the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's H Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the EGM (i.e. 2:00 p.m. on 15 October 2017) or not less than 24 hours before the time appointed for the holding of any adjournment thereof or not less than 24 hours before the time appointed for taking the poll (for the holders of H Shares); or to the registered office of the Company in the PRC, at Room 3300, Level 3, Block 1, 270 Cao Xi Road, Xuhui District, Shanghai, PRC (for the holders of Domestic Shares and Unlisted Foreign Shares).

31 August 2017

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In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"A Share(s)" ordinary shares in the Company with a nominal value of RMB1.00 per share proposed to be issued under the A Share Offering and to be listed and traded in RMB on the Shanghai Stock Exchange

"A Share Offering" the Company's proposed initial public offering of not

more than 54,770,000 A Shares to be listed on the Shanghai Stock Exchange

"Articles of Association" the articles of association of the Company, as amended from time to time

"Board" the board of Directors of the Company

"Company" Shanghai La Chapelle Fashion Co., Ltd.（上海拉夏貝爾 服飾股份有限公司）, a joint stock company established in the PRC with limited liability and the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange

"CSRC" China Securities Regulatory Commission（中國證券監督 管理委員會）

"Director(s)" the director(s) of the Company

"Domestic Share(s)" ordinary share(s) issued by the Company in the PRC

with a nominal value of RMB1.00 each, which are subscribed for or credited as paid up in RMB by PRC natural persons or entities established under the laws of the PRC

"Draft Articles for A Shares" the Articles of Association for the purpose of the A

Share Offering to formulate the Articles of Association of Shanghai La Chapelle Fashion Co., Ltd. (Draft), which will be effective and valid upon listing of the A Shares on the Shanghai Stock Exchange

"EGM" the 2017 third extraordinary general meeting of the Company to be held at the conference room no. II, 6/F, CHJ Industrial Building, 81 Caodongzhi Road, Xuhui District, Shanghai, the PRC on 16 October 2017 at 2:00 p.m.

"Group" the Company and its subsidiaries

"H Share(s)" overseas-listed foreign share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Main Board of the Hong Kong Stock Exchange

"H Share Registrar" Computershare Hong Kong Investor Services Limited "HK$" Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited

"Listing Rules" the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange

"PRC" the People's Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"Procedural Rules for Board Meetings"

the Rules of Procedures for Board Meetings of the Company

"Procedural Rules for General Meetings"

the Rules of Procedures for General Meetings of the Company

"RMB" Renminbi, the lawful currency of the PRC

"Share(s)" the Domestic Share(s), Unlisted Foreign Share(s) and the H Share(s) of the Company

"Shareholder(s)" the shareholder(s) of the Company

"Unlisted Foreign Share(s)" ordinary share(s) in the share capital of the Company

with a nominal value of RMB1.00 each, which are subscribed for and paid up in a currency other than RMB by persons other than PRC natural persons or entities not established under the laws of the PRC and which are not listed on any stock exchange