ZA [ZUOAN FASHION] 25-NSE: (Original Filing)

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ZA [ZUOAN FASHION] 25-NSE: .FormData {color: blue; background-color: white; font-size: small; font-family:

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ZA [ZUOAN FASHION] F-3: (Original Filing)

[] [15 July, 2015 Matter No.:M#821045 Doc Ref: AC/al/101901086 Zuoan Fashion Limited Building 1, Lane 618 Dingyuan Road, Songjiang District Shanghai 201616 China Dear Sirs, Zuoan Fashion Limited (the "Company") Commission Registration Statement Securities Act Ordinary Shares Debt Securities Securities Memorandum and Articles of Association Resolutions Certificate Date For the purposes of giving this opinion, we have examined a copy of] [July 13, 2015 Zuoan Fashion Limited Building 1, Lane 618, Dingyuan Road, Songjiang District, Shanghai 201616, China Registration Statement on Form F-3 Re: Ladies and Gentlemen: Company Registration Statement Commission Securities Act Ordinary Shares Debt Securities Securities Prospectus Prospectus Supplement Debenture Holder Securities Documents The Debt Securities will be issued under one or more convertible debentures (each, a “ As] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated May 15, 2015, relating to the consolidated financial statements of Zuoan Fashion Limited and subsidiaries, which report appears in the Annual Report on Form 20-F of Zuoan Fashion Limited for the year ended December 31,]

ZA [ZUOAN FASHION] F-3:

[] [15 July, 2015 Matter No.:M#821045 Doc Ref: AC/al/101901086 Zuoan Fashion Limited Building 1, Lane 618 Dingyuan Road, Songjiang District Shanghai 201616 China Dear Sirs, Zuoan Fashion Limited (the "Company") Commission Registration Statement Securities Act Ordinary Shares Debt Securities Securities Memorandum and Articles of Association Resolutions Certificate Date For the purposes of giving this opinion, we have examined a copy of] [July 13, 2015 Zuoan Fashion Limited Building 1, Lane 618, Dingyuan Road, Songjiang District, Shanghai 201616, China Registration Statement on Form F-3 Re: Ladies and Gentlemen: Company Registration Statement Commission Securities Act Ordinary Shares Debt Securities Securities Prospectus Prospectus Supplement Debenture Holder Securities Documents The Debt Securities will be issued under one or more convertible debentures (each, a “ As] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated May 15, 2015, relating to the consolidated financial statements of Zuoan Fashion Limited and subsidiaries, which report appears in the Annual Report on Form 20-F of Zuoan Fashion Limited for the year ended December 31,]

ZA [ZUOAN FASHION] 6-K: Form 6-K Zuoan Fashion Limited Building 1, Lane

[Form 6-K Zuoan Fashion Limited Building 1, Lane 618 Dingyuan Road, Songjiang District Shanghai 201616, China x £ Form 20-F Note Note Zuoan Fashion Limited TABLE OF CONTENTS Item 1 Press release Item 1 Zuoan Fashion Limited Announces Filing of its 2014 Annual Report on Form 20-F About Zuoan Fashion Limited]

ZA [ZUOAN FASHION] 6-K: (Original Filing)

[Form 6-K Zuoan Fashion Limited Building 1, Lane 618 Dingyuan Road, Songjiang District Shanghai 201616, China x £ Form 20-F Note Note Zuoan Fashion Limited TABLE OF CONTENTS Item 1 Press release Item 1 Zuoan Fashion Limited Announces Filing of its 2014 Annual Report on Form 20-F About Zuoan Fashion Limited]

ZA [ZUOAN FASHION] 20-F: (Original Filing)

[FORM 20-F (Mark One) o R E G I ST R AT I ON S T AT E M E NT P U R SUA N T TO S E C T ION 1 2 (b) OR (g) OF THE S E C U R I T I ES EXCH A OR x For the fiscal year ended December 31,] [Zuoan Fashion Limited List of Subsidiaries Subsidiary Jurisdiction of Incorporation Fast Boost Holdings Limited British Virgin Islands Champion Goal Holdings Limited Hong Kong Zuoan Dress Co., Ltd., Shishi People’s Republic of China Shanghai Mingfu Fashion Limited People’s Republic of China] [Executive Officers’ Certification I, James Jinshan Hong, certify that: 1. I have reviewed this annual report on Form 20-F of Zuoan Fashion Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [Executive Officers’ Certification I, James Jinshan Hong, certify that: 1. I have reviewed this annual report on Form 20-F of Zuoan Fashion Limited.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [906 Certification May 15, 2015 James Jinshan Hong, the Chairman, Chief Executive Officer and the Acting Chief Financial Officer of Zuoan Fashion Limited, certifies that, to the best of his knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. Zuoan Fashion Limited. the information contained in the Report fairly] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM by We consent to the incorporation Denver, Colorado May 15, 2015]

ZA [ZUOAN FASHION] 20-F: FORM 20-F (Mark One) o R E G

[FORM 20-F (Mark One) o R E G I ST R AT I ON S T AT E M E NT P U R SUA N T TO S E C T ION 1 2 (b) OR (g) OF THE S E C U R I T I ES EXCH A OR x For the fiscal year ended December 31,] [Zuoan Fashion Limited List of Subsidiaries Subsidiary Jurisdiction of Incorporation Fast Boost Holdings Limited British Virgin Islands Champion Goal Holdings Limited Hong Kong Zuoan Dress Co., Ltd., Shishi People’s Republic of China Shanghai Mingfu Fashion Limited People’s Republic of China] [Executive Officers’ Certification I, James Jinshan Hong, certify that: 1. I have reviewed this annual report on Form 20-F of Zuoan Fashion Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [Executive Officers’ Certification I, James Jinshan Hong, certify that: 1. I have reviewed this annual report on Form 20-F of Zuoan Fashion Limited.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [906 Certification May 15, 2015 James Jinshan Hong, the Chairman, Chief Executive Officer and the Acting Chief Financial Officer of Zuoan Fashion Limited, certifies that, to the best of his knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. Zuoan Fashion Limited. the information contained in the Report fairly] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM by We consent to the incorporation Denver, Colorado May 15, 2015]

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