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

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

上 海 拉 夏 貝 爾 服 飾 股 份 有 限 公 司

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

Capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 31 August 2017 (the "Circular") unless otherwise specified. Please refer to the Circular for details of the proposed resolutions.

1. Consider and approve the proposed amendments to the Draft Articles for A Shares (details of which are set out in Appendix I to the Circular).

   AS ORDINARY RESOLUTIONS

2. Consider and approve the proposed amendments to the Procedural Rules for General Meetings (details of which are set out in Appendix II to the Circular).

3. Consider and approve the proposed amendments to the Procedural Rules for Board Meetings (details of which are set out in Appendix III to the Circular).

On behalf of the Board

Chairman

Shanghai, the PRC, 31 August 2017

Notes:

1. In order to determine the Shareholders who are entitled to attend the EGM, the register of members of the Company will be closed from 16 September 2017 to 15 October 2017 (both days inclusive), during which period no transfer of Shares can be registered. In order to be qualified to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificate(s) must be lodged with the Company's H Shares Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares) or 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 holders of Domestic Shares and Unlisted Foreign Shares) for registration not later than 4:30 p.m. on 15 September 2017.

   Shareholders whose names appear on the register of members of the Company at the close of business on 15 September 2017 are entitled to attend and vote at the EGM.

2. Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and, in the event of a poll, vote on their behalf. A proxy need not be a shareholder of the Company.

3. In order to be valid, the proxy form must be deposited by hand or by post, for the holders of H Shares, to the Company's H Shares Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, and for the holders of Domestic Shares and Unlisted Foreign Shares, 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 not less than 24 hours before the time for holding the EGM (being 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. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof should they so wish.

4. Shareholders or their proxies shall produce their identity documents when attending the EGM.

5. Shareholders who intend to attend the EGM shall complete the reply slip and return it by hand or by post to the Company's H Shares Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for 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 holders of the Domestic Shares and Unlisted Foreign Shares) not later than 4:30 p.m. on 25 September 2017.

6. In accordance with the requirements of Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, according to Article 83 of the Articles of Association, a poll will be demanded by the chairman of the EGM so that all resolutions set out in this notice of EGM will be decided on a poll.

   On a poll taken at the meeting, Shareholders (including proxies) entitled to two or more votes are not required to cast all their votes for or against a resolution or to abstain from voting on a resolution by not casting any of their votes.

7. The EGM is expected to last for half a day. Shareholders or their proxies attending the EGM shall be responsible for their own travelling and accommodation expenses.

8. The Company's registered office in the PRC is situated at:

Room 3300, Level 3, Block 1 270 Cao Xi Road, Xuhui District Shanghai, PRC

Contact: Ms. Fang Xianli of Office of the Board Tel No.: 86-21-80239245

Fax No.: 86-21-80239399

The address of the Company's H Shares Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, is:

Shops 1712-1716

17th Floor, Hopewell Centre 183 Queen's Road East Wanchai, Hong Kong

Tel No.: (852) 2862 8628

Fax No.: (852) 2865 0990

As of the date of this notice, the executive directors of the Company are Mr. Xing Jiaxing, Mr. Wang Yong and Mr. Wang Wenke; the non-executive directors of the Company are Mr. Li Jiaqing, Mr. Lu Weiming, Mr. Cao Wenhai, Ms. Wang Haitong and Mr. Luo Bin; the independent non-executive Directors are Mr. Zhang Yi, Dr. Chen Jieping, Mr. Zhang Zeping and Mr. Chan, Wing Yuen Hubert.