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.

อᖛזࢀԎဧ؂ٰུ΅Ϟࠢʮ̡

Xinjiang La Chapelle Fashion Co., Ltd.

(formerly known as "Shanghai La Chapelle Fashion Co., Ltd.

€ɪऎזࢀԎဧ؂ٰུ΅Ϟࠢʮ̡")

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

(Stock code: 06116)

UPDATE ANNOUNCEMENT ON THE PROGRESS

OF THE JUDICIAL AUCTION OF THE A SHARES HELD BY THE CONCERT PARTY OF SUBSTANTIAL SHAREHOLDER

This announcement is made by Xinjiang La Chapelle Fashion Co., Ltd. (the "Company") pursuant to Rule 13.09(2) and Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcements of the Company dated 12 July 2020, 16 July 2020, 17 August 2020, 24 September 2020, 10 November 2020, 31 January 2021, 1 March 2021, 7 March 2021, 22

March 2021, 23 March 2021, 25 March 2021 and 28 March 2021 in relation to (a) the A shares of the Company (the "A Shares") held by (i) Mr. Xing Jiaxing ("Mr. Xing"), the de facto controller and the then controlling shareholder of the Company and (ii) Shanghai Hexia Investment Co., Ltd. ("Shanghai Hexia"), the party acting in concert with Mr. Xing, being subject to a subordinated freezing order, (b) the receipt by the Company of a notice of forced auction in respect of the A Shares held by Mr. Xing from the Shanghai Financial Court* (ɪऎږፄج৫) (the "Shanghai Financial Court") (c) the receipt by the Company of a notice of forced auction in respect of the A Shares held by Shanghai Hexia from the Shanghai Financial Court, (d) the successful auction on 5 March 2021 by the Shanghai Financial Court of the A Shares held by Mr. Xing on the judicial assistance execution platform (the "Judicial Execution Platform") of the Shanghai Stock Exchange ("SSE"), (e) the receipt of execution rulings from Shanghai Wensheng and Shanghai Qijin in respect of 61,600,000 of the A Shares bid by them, (f)the receipt of another execution ruling from Mr. Xing in respect of 80,000,000 of the A Shares bid by three other successful bidders who failed to complete their corresponding transaction, (g) the completion of transfers in respect of 61,600,000 of the A Shares, and (h) the receipt by the Company of a notice of forced auction in respect of the 80,000,000 A Shares held by Mr. Xing from the Shanghai Financial Court (the "Announcements"). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

I. BACKGROUND

As disclosed in the announcement of the Company dated 1 March 2021 in relation to the receipt of a notice of forced auction of the 45,200,000 A shares held by Shanghai Hexia, since Shanghai Hexia did not perform certain obligations under the Notarised Documents of Creditor's Rights arising from share pledge repurchase transactions in relation to the A Shares held by Shanghai Hexia, the Shanghai Financial Court auctioned the 45,200,000 A Shares (all being restricted shares) on the Judicial Execution Platform on 26 March 2021. According to the auction results displayed on the Judicial Execution Platform, all of the 45,200,000 A Shares were successfully bid.

II. BIDDING RESULTS OF THE JUDICIAL AUCTION

On 26 March 2021, the Company learned from the "Result Announcement on the 45.2 Million Restricted Shares by *ST Laxia (stock code: 603157)"* ( *ST זࢀ€ٰୃ˾ᇁj603157)4,520ຬٰ ࠢਯٰϓʹഐ؈ʮѓ') through the Judicial Execution Platform and from the "Notice of the Results of Disposal of Shares through Auction" (2020) Hu 74 Zhi No. 216)* ((202074216໮ٰୃஈ ໄᘩርഐ؈ஷࣣٝ') received from the Shanghai Financial Court the following:

"In the process of judicial assistance execution, Shanghai Qijin through bidding account number: B8838***54 declared to bid for 15,000,000 shares at a unit price of RMB2.37 per share, and the bidding transaction was completed at a total consideration of RMB35,550,000.

Shanghai Qijin through bidding account number: B8838***09 declared to bid for 15,000,000 shares at a unit price of RMB2.37 per share, and the bidding transaction was completed at a total consideration of RMB35,550,000.

Shanghai Qijin through bidding account number: B8838***93 declared to bid for 15,200,000 shares at a unit price of RMB1.36 per share, and the bidding transaction was completed at a total consideration of RMB20,672,000."

According to the abovementioned bidding results, all of the 45,200,000 A Shares have been bid.

The above results are only the bidding results of bidders during the share disposal process, which still involves various aspects such as the payment of the difference between the relevant transaction price and the deposit, the court's issuance of execution rulings, and completion of share transfers through registration. As a result, the final results remain uncertain. The Shanghai Financial Court has notified the above-mentioned bidder to pay the difference between the relevant transaction priceand the deposit to the designated account of the Shanghai Financial Court on or before 3 April 2021 in accordance with the requirements of the Notice of Judicial Disposal of Shares* ( ̡جஈໄٰୃ ʮѓ'). The final results of the share disposal are therefore subject to the execution rulings issued by the Shanghai Financial Court. Upon completion of the transfer of shares and registration, the Company may experience changes in its de factor controller under the SSE Listing Rules.

As at the date of this announcement, Shanghai Wensheng and its concert party, Shanghai Qijin, collectively hold 61,600,000 A Shares of the Company, representing 11.25% of the total issued share capital of the Company. If all or a substantial portion of the auctioned 45,200,000 A Shares are transferred to Shanghai Qijin, Shanghai Wensheng and Shanghai Qijin will collectively hold 106,800,000 A Shares of the Company, representing 19.50% of the total issued share capital of the Company. As a result, Shanghai Wensheng and its concert party, Shanghai Qijin, will together become the Company's largest shareholders.

III. IMPACT ON THE COMPANY AND RISK WARNINGS

  • 1. As at the date of this announcement, Shanghai Hexia, the party acting in concert with Mr. Xing, holds 45,204,390 A Shares, representing 8.25% of the total issued share capital of the Company. Mr. Xing directly holds 80,274,425 A Shares, representing 14.66% of the total issued share capital of the Company. Mr. Xing and Shanghai Hexia collectively hold 125,478,815 A Shares, representing 22.91% of the total issued share capital of the Company. As a result, Mr. Xing remains the de facto controller of the Company under the SSE Listing Rules.

  • 2. If all or a substantial portion of the auctioned 45,200,000 A Shares are transferred to Shanghai Qijin, the number of A Shares held by Shanghai Hexia will decrease to 4,390, and the total number of A Shares collectively held by Mr. Xing and Shanghai Hexia will decrease to 80,278,815, representing 14.66% of the total issued share capital of the Company. This will result in a change in the de facto controller of the Company under the SSE Listing Rules.

  • 3. This judicial auction has already delivered bidding results. However, since this share disposal process will still involve various aspects such as the payment of the difference between the relevant transaction price and the deposit, the court's issuance of execution rulings, and completion of share transfers through registration, the final results of this action remain uncertain.

  • 4. The judicial disposal of the 80,000,000 A Shares held by Mr. Xing, the concert party of Shanghai Hexia, will be publicly conducted for the second time on the Judicial Execution Platform on 16 April 2021. If auction of all or a substantial portion of the 80,000,000 A Shares is completed, there may also be a change in the de facto controller of the Company under the SSE Listing Rules.

  • 5. This auction will not affect the normal production and operation of the Company, will not adversely affect the Company's principal business and its ability to continue as a going concern, and will not render the Company's shareholding distribution unqualified for listing under the SSE Listing Rules.

  • 6. The Company will closely monitor the subsequent progress of this auction, and perform its information disclosure obligations in a timely manner in accordance with relevant rules and regulations.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

By Order of the Board

Xinjiang La Chapelle Fashion Co., Ltd.

Mr. Wu Jinying

Chairman

Shanghai, the People's Republic of China

28 March 2021

As of the date of this announcement, the executive directors of the Company are Mr. Wu Jinying, Ms. Zhang Ying and Ms. Zhang Danling; the non-executive director of the Company is Mr. Yin Xinzai; the independent non-executive directors of the Company are Mr. Xing Jiangze, Ms. Wong Sze Wing and Mr. Zhu Xiaozhe.

* For identification purposes only

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Shanghai La Chapelle Fashion Co. Ltd. published this content on 28 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2021 10:57:02 UTC.