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.

上 海 拉 夏 貝 爾 服 飾 股 份 有 限 公 司

Shanghai La Chapelle Fashion Co., Ltd.

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

(Stock code: 06116) PRELIMINARY PRICE CONSULTATION PERIOD OF A SHARE OFFERING AND SUMMARY OF PRINCIPAL PROVISIONS OF A SHARE PROSPECTUS

This announcement is made by Shanghai La Chapelle Fashion Co., Ltd. (the "Company") pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

References are made to the announcements of the Company dated 5 September 2017, 1 September 2017, 24 August 2017, 20 June 2017, 16 June 2017, 9 June 2017, 25 May 2017, 16 November 2015, 26

October 2015, 31 July 2015, 20 July 2015 and 21 April 2015, and the circulars dated 31 August 2017, 31

July 2017, 12 June 2017, 10 June 2016 and 11 March 2016 in relation to, among others, the proposed A Share Offering by the Company (the "A Share Offering" or "Offering") and relevant matters. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 31 August 2017.

  1. PRELIMINARY PRICE CONSULTATION PERIOD OF THE A SHARE OFFERING

    As disclosed in the announcement of the Company dated 1 September 2017, the CSRC has officially approved the A Share Offering in a written notice on 1 September 2017. The A Share Offering with a valid period of 12 months from the date of approval will issue not more than 54,770,000 A Shares. As required by the applicable PRC laws and regulations, the Company and the sponsor (lead underwriter) of the A Share Offering will conduct preliminary price consultations among qualified participants who meet the requirements of the PRC laws and regulations on 7 September 2017 and 8 September 2017 (each trading day from 9:30 a.m. to 3:00 p.m.) in the PRC to determine the issue price. The Company will make further announcement(s) once the final size and issue price of the A Share Offering have been determined.

  2. PRINCIPAL PROVISIONS OF THE A SHARE PROSPECTUS

The full text of the prospectus in relation to the A Share Offering (the "A Share Prospectus"), a summary of the A Share Prospectus and the relevant appendices were published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and the website of the Hong Kong Stock Exchange (www.hkexnews.hk) in Chinese only on 5 September 2017. A summary of the A Share Prospectus was also published on various PRC newspapers including the China Securities Journal, Shanghai Securities News, Securities Times and Securities Daily on the same date.

A summary of the principal provisions of the A Share Prospectus is as follows:
  1. Summary of the A Share Offering

    Class of shares: Ordinary shares in RMB (A Shares)

    Nominal value per A Share: RMB1.00

    Number of A Shares to be issued: Up to 54,770,000 new A Shares, representing not less

    than 10.0% of the total share capital of the Company after the Offering

    Issue price per A Share: RMB[ ]

    Price earnings ratio of the A Share Offering: [ ] times (calculated by dividing the audited net profit

    attributable to the shareholders of the parent company for 2016 before or after deduction of non-recurring profit or loss (whichever is lower) by the total share capital of the Company after the Offering)

    Net asset value per A Share before RMB7.02 (calculated by dividing the audited equity the Offering: attributable to the shareholders of the parent company as at 30 June 2017 by the total share capital of the

    Company before the Offering)

    Net asset value per A Share after RMB[ ] (calculated by dividing the sum of audited the Offering: equity attributable to the shareholders of Company as at 30 June 2017 and the net proceeds raised from the

    Offering by the total share capital of the Company after the Offering)

    Price-to-book ratio: [ ] times (calculated by dividing the issue price per A Share by the net asset value per A Share after the Offering)

    Issuing method: By a combination of placing of shares to participants through offline price consultation and public offering of shares through online subscription or other offering methods approved by the CSRC

    Target persons of the Offering: The qualified participants (who meet the requirements

    of the PRC laws and regulations and requirements from regulatory authorities) in the price consultation process and natural persons, legal persons and other investors within the PRC which have established A Share accounts with the Shanghai Stock Exchange (except those prohibited by the PRC laws and regulations)

    Underwriting method: Standby underwriting

    Gross and net proceeds raised: RMB[ ] and RMB[ ]

    Estimated Offering expenses: Total Offering expenses are RMB55.4 million (each

    expense excluding tax), of which, underwriting and sponsor fees are RMB40.7 million; auditing and capital verification fees are RMB6.6 million; legal expenses are RMB3.0 million; issuing fees are RMB1.1 million; and information disclosure expenses are RMB4.0 million

    The stock exchange for the listing: The Shanghai Stock Exchange

  2. Use of proceeds

    It is expected that the net proceeds to be raised from the A Share Offering, after deduction of relevant issuance expenses, will be utilised mainly in the following investment projects (the "Investment Projects"):

    Investment Amount of proceeds Investment Projects amount to be utilised

    Retail network expansion construction project RMB1,556,777,000 RMB321,254,300 New retail information system construction project RMB84,185,000 RMB84,000,000

    To the extent that the proceeds received from the A Share Offering cannot satisfy the investment needs of the Investments Projects, the Company will fund the shortfall through self-financing. To the extent that the proceeds received from the A Share Offering exceeds the investment needs of the Investment Projects, the extra proceeds will be utilised by the Company as appropriate after completing the necessary procedures as required under applicable PRC laws and regulations and the relevant requirements of the CSRC.

    If the Company has already satisfied part of the investment needs by self-financing based on the actual payment schedule of the Investment Projects prior to receiving the proceeds from the A Share Offering, such amounts shall be repaid to the Company upon receipt of the proceeds from the A Share Offering.

    The Investment Projects are closely related to the existing business and development strategies of the Company. The Investment Projects will enable the Company to consolidate its competitive strengths, enhance its core competitiveness, improve the profitability of its business and promote the implementation of its development strategies. As such, it is expected that the use of proceeds will have a positive effect on the financial positions and operating results of the Company.

  3. Share capital before and after the A Share Offering

Prior to the A Share Offering, the total number of Shares of the Company is 492,901,642 Shares. If 54,770,000 A Shares are issued under the A Share Offering, the total number of Shares of the Company after the A Share Offering will be 547,671,642 Shares. The shareholding structure before the A Share Offering is based on the information as at the signing date of the A Share Prospectus. The following is the shareholding structure of the Company before and after the A Share Offering (assuming the A Share Offering consists of 54,770,000 newly issued A Shares):

Name of shareholder Before the A Share Offering After the A Share Offering

Number of

Shares

Percentage of shareholding

Class of Share

Number of

Shares

Percentage of shareholding

Class of Share

Xing Jiaxing

141,874,425

28.78%

Domestic

shares

141,874,425

25.91%

A Shares

Shanghai Hexia Investment Co., Ltd.

45,204,390

9.17%

Domestic

shares

45,204,390

8.25%

A Shares

Boxin First Phase (Tianjin) Equity Fund Partnership (Limited Partnership)

23,482,305

4.76%

Domestic

shares

23,482,305

4.29%

A Shares

BOXIN CHINA GROWTH FUND I L.P.

19,437,042

3.94%

Unlisted foreign shares

19,437,042

3.55%

A Shares

Shanghai Ronggao Venture Capital Co., Ltd.

18,787,230

3.81%

Domestic

shares

18,787,230

3.43%

A Shares

Shanghai La Chapelle Fashion Co. Ltd. published this content on 05 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 05 September 2017 00:27:03 UTC.