[None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 439,876,976 ordinary shares, par value $0.0001 per share, as of December 31, 2013. o Yes x No o Yes x No x Yes o No o Yes] [LOAN AGREEMENT among Column A Borrower (“ and SHANGHAI MECOX LANE SHOPPING CO., LTD. (“ML Shopping”) and MAI WANG TRADING (SHANGHAI) CO., LTD. Lender (“ Column B Dated Agreement This LOAN AGREEMENT (this “ Column B in , the People’s Republic of China China (“ by and among the following parties: (A). Column A Borrower (“ a citizen of China] [Promissory Note Column A FOR VALUE RECEIVED, Mai Wang Trading Column B (Shanghai) Co., Ltd., a Chinese wholly foreign owned company, or its assignee(s) (collectively, the “Lender”), the principal sum of Column C (the “Loan Agreement”). Column A Column A Column A Column B Column C 1 HUANG WEI LING RMB3,000,000 Nov 8, 2013 2] [EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A Grantor (“ and SHANGHAI MECOX LANE SHOPPING CO., LTD. ML Shopping (“ and MAI WANG TRADING (SHANGHAI) CO., LTD. Grantee (“ Column B Dated This EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement (the “ Column B China in , the People’s Republic of China (“ (1) Column A Grantor (the “ Column C whose address] [POWER OF ATTORNEY Column A China Column B I, (1) Column C ML Shopping Shares ML Shopping I am a holder of (2) ML Trading I hereby irrevocably grant to Mai Wang Trading (Shanghai) Co., Ltd. (“ Designee (the “ the power of attorney to act on my behalf in all matters pertaining to ML Shopping and the ML Shopping] [EQUITY PLEDGE AGREEMENT among Column A Pledgor (“ and SHANGHAI MECOX LANE SHOPPING CO., LTD. ML Shopping (“ and MAI WANG TRADING (SHANGHAI) CO., LTD. Beneficiary (“ Column B Dated Agreement Column B China This EQUITY PLEDGE AGREEMENT (this “ (A). Column A Pledgor Column C Column D (“ (B). ML Shopping Shanghai Mecox Lane Shopping Co., Ltd. (“ (C).] [Column A Column B Column C Re: Tax Payables Column D Dear I Column B ML Shopping ML Trading Agreements Column B Column B n connection with that certain Loan Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement entered into among Sincerely, Shanghai Mecox Lane Shopping Co., Ltd. [seal: Shanghai Mecox Lane Shopping Co., Ltd.] Mai Wang Trading (Shanghai)] [LOAN AGREEMENT among Column A Borrower (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Lender (“ Dated Column B Agreement Column B This LOAN AGREEMENT (this “ , the People’s Republic of China China (“ by and among the following parties: (A). Column A Borrower Column C Column D (“ (B). Rampage Shopping] [EQUITY PLEDGE AGREEMENT among Column A Pledgor (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Beneficiary (“ Column B Dated Agreement Column B China This EQUITY PLEDGE AGREEMENT (this “ (A). Column A Pledgor Column C Column D (“ (B). Rampage Shopping Shanghai Rampage Shopping Co., Ltd. (“ (C). Beneficiary Rampage Trading (Shanghai)] [EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A Grantor (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Grantee (“ Dated Column B This EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement Column B China (the “ (1) Column A Grantor Column C Column D (the “ (2) SHANGHAI RAMPAGE SHOPPING CO., LTD. Rampage Shopping (“ (3) RAMPAGE] [POWER OF ATTORNEY Column A China Column B I, (1) Column C Rampage Shopping Shares Rampage Shopping I am a holder of (2) Rampage Trading I hereby irrevocably grant to Rampage Trading (Shanghai) Co., Ltd. (“ Designee (the “ the power of attorney to act on my behalf in all matters pertaining to Rampage Shopping and the Rampage Shopping Shares,] [Column A Column B Column C Re: Tax Payables Column D Dear I Column B Rampage Shopping . Agreements Column B Column B n connection with that certain Loan Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement entered into among Sincerely, Shanghai Rampage Shopping Co., Ltd. [seal: Shanghai Rampage Shopping Co., Ltd.] Column B Column B Column B 1] [Merchandise Sale Contract Vipshop (China) Co. Ltd. Party A: Mecox Lane E-Commerce (Shanghai) Co., Ltd. Party B: J4332-C10 Contract No. 1 Merchandise Sale Contract Party A: Vipshop (China) Co. Ltd. No. 20-6 Huahai Street, Fangcun, Liwan District Guangzhou Address: Party B: Mecox Lane E-Commerce (Shanghai) Co., Ltd. Address: Floor 22, Building 20, Gem Garden Building, No. 487 Tianlin Road, Shanghai] [TERMINATION AGREEMENT TERMINATION AGREEMENT Termination Agreement This 1. RAMPAGE CHINA LIMITED Company , a limited liability company incorporated in the Cayman Islands with its registered office located at the office of Offshore Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, P.O.Box 2804, Grand Cayman KY1-1112, Cayman Islands (the “ 2. MECOX LANE LIMITED , a limited liability company incorporated] [List of Subsidiaries of Mecox Lane Limited Beneficially Owned Subsidiaries Name of Company Jurisdiction of Percentage of Attributable 1. eMecoxLane Co., Ltd. Cayman Islands 100 % 2. Rampage China Limited Cayman Islands 80 % 3. Mexi-Care Limited Cayman Islands 100 % 4. Mixblu Limited Cayman Islands 100 % 5. Rampage China (Hong Kong) Limited] [CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER I, Alfred Beichun Gu, certify that: 1. I have reviewed this annual report on Form 20-F of Mecox Lane Limited (the “Company”); 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] [CERTIFICATION BY THE CHIEF FINANCIAL OFFICER I, Guisheng Liu, certify that: 1. I have reviewed this annual report on Form 20-F of Mecox Lane Limited (the “Company”); 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] [CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Alfred Beichun Gu Chief Executive Officer 1 EX-13.1 18 a14-3513_1ex13d1.htm EX-13.1] [CERTIFICATION BY THE CHIEF FINANCIAL OFFICER (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Guisheng Liu Acting Chief Financial Officer 1 EX-13.2 19 a14-3513_1ex13d2.htm EX-13.2] [Our ref RDS/611736-000001/6982070v1 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Mecox Lane Limited 22nd Floor, Gems Tower, Building 20, No. 487, Tianlin Road Shanghai 200233, People’s Republic of China 11 April 2014 Dear Sirs Mecox Lane Limited (the “Company”) Yours faithfully Maples and Calder EX-15.1 20 a14-3513_1ex15d1.htm EX-15.1] [25/F, Tower 3, Jing An Kerry Centre 1228 Middle Yan’an Road Shanghai 200040, P.R.C T: (86-21) 5298-5488 F: (86-21) 5298-5492 junhesh@junhe.com Mecox Lane Limited 22nd Floor, Gems Tower, Building 20 No. 487, Tianlin Road Shanghai 200233 The People’s Republic of China Ladies and Gentlemen: Sincerely yours, (Seal of Jun He Law Officers is affixed) For and on behalf of JUN] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No.333-175359 on Form S-8 of our report dated April 11, 2014, relating to the financial statements and financial statement schedule of Mecox Lane Limited, appearing in the Annual Report on Form 20-F of Mecox Lane Limited for the year ended December 31, 2013.] [Giosis Mecoxlane Ltd. Consolidated Financial Statements As of and for the year ended December 31, 2013 Giosis Mecoxlane Ltd. Index Table of Content Page(s) Registered Public Accounting Firm 2 Consolidated Balance Sheet 3 Consolidated Statement of Comprehensive Loss 4 Consolidated Statement of Changes in Equity 5 Consolidated Statement of Cash Flows 6 Notes to Consolidated Financial Statements 7 - 22] [Consent of independent registered public accounting firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-175359) of Mecox Lane Limited of our report dated April 11 , 2014, relating to the financial statements, which appears in this Form 20-F. Seoul, Korea April 11 , 2014 EX-15.5 24 a14-3513_1ex15d5.htm EX-15.5]