[FORM F-1 REGISTRATION STATEMENT Zuoan Fashion Limited Not Applicable Cayman Islands 2320 Not Applicable Rooms 213 to 215, Block 8 Name of Agent for Service (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: James C. Lin, Esq. David Roberts, Esq. Approximate date of commencement of proposed sale to the public: As] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF Zuoan Fashion Limited 1. The name of the Company is Zuoan Fashion Limited . 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands. 3. Subject to the] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Zuoan Fashion Limited 1. The name of the Company is Zuoan Fashion Limited. 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands. 3. Subject] [Incorporated in the Cayman Islands Zuoan Fashion Limited This is to certify that Specimen is / are the registered shareholders of: No. of Shares Type of Share Par Value Ordinary US$ 0.00025 Date of Record Certificate Number % Paid] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT W I T N E S S E T H T H A T: WHEREAS , the Company desires to establish an ADR facility with the Depositary to provide for the deposit of the Shares and the creation of American Depositary Shares representing the Shares so deposited; and WHEREAS , the Depositary is willing to act] [DATED THIS 24 th DAY OF DECEMBER 2008 Amongst FAST BOOST HOLDINGS LIMITED as Borrower and THE PERSONS NAMED IN SCHEDULE 1 as Lenders and FAME BRILLIANT GROUP LIMITED HONG JINSHAN OR SIU FONG CONVERTIBLE LOAN AGREEMENT KHATTARWONG Advocates & Solicitors 80 Raffles Place #25-01 UOB Plaza 1 Singapore 048624 TABLE OF CONTENTS Clause Heading Page 1. Definitions And Interpretation] [DATED THIS 15th DAY OF JANUARY 2010 Amongst FAST BOOST HOLDINGS LIMITED as Borrower and PHILLIP VENTURES ENTERPRISE FUND 2 LTD. as Lender and FAME BRILLIANT GROUP LIMITED HONG JINSHAN OR SIU FONG CONVERTIBLE LOAN AGREEMENT KHATTARWONG Advocates & Solicitors 80 Raffles Place #25-01 UOB Plaza 1 Singapore 048624 TABLE OF CONTENTS Clause Heading Page 1. Definitions And Interpretation 2] [PRIVATE & CONFIDENTIAL 3 December 2010 BETWEEN FAST BOOST HOLDINGS LIMITED (Borrower) AND PHILLIP VENTURES ENTERPRISE FUND 2 LTD (Lender) AND FAME BRILLIANT GROUP LIMITED AND HONG JINSHAN AND OR SIU FONG SUPPLEMENTAL AGREEMENT KHATTARWONG Partnership in Practice 80 Raffles Place, #25-01 UOB Plaza 1, Singapore 048624 Tel: 65-6535 6844 / Fax 65-6534 4892 Email kwp@khattarwong.com THIS SUPPLEMENTAL AGREEMENT is] [[LETTERHEAD OF CONYERS DILL & PEARMAN] 31 December 2010 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072 China Matter No. 874853 Doc AC/al/#345634 Direct Line (852) 2842 9531 Anna.Chong@ conyersdill.com Dear Sirs, Zuoan Fashion Limited (the “Company”) Commission Registration Statement Securities Act Ordinary Shares For the purposes of giving this opinion, we] [[LETTERHEAD OF CONYERS DILL & PEARMAN] 31 December 2010 Matter No.:874 853 Doc Ref: AC/al /#3 45636 Direct Line: (852) 2842 9531 Anna.Chong@conyersdill.com Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072 China Dear Sirs, Re: Zuoan Fashion Limited (t he “Company”) We have acted as special Cayman Islands legal counsel to the] [[LETTERHEAD OF TREND ASSOCIATES] To: Zuoan Fashion Limited Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands 3 January 2011 I Dear Sirs: 1. Introduction PRC Registration Statement Ordinary Shares We are acting as legal advisers of the Company as to matters of laws of the People’s Republic of China (the “ 1 2. Definitions Governmental Authority] [FORM OF DISTRIBUTION AGREEMENT Party A : ZUOAN Dress Co., Ltd., Shishi (“ZUOAN”) Legal Representative: James Jinshan Hong Place of Business: Wuxing, North Beihuan Road, Fengli, Shishi City Business License No.: QDMQZZi No. 007514 -1/0 Tel: 0595-83008890 Fax: 0595-88505229 Postcode: 362700 Attorney: ID Card No.: Address: Telephone: Party B : Legal Representative: Place of Business: Business License No.: Telephone: Fax:] [ZUOAN FASHION LIMITED 2010 EQUITY INCENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing] [FORM OF INDEMNIFICATION AGREEMENT ZUOAN FASHION LIMITED Agreement Company Indemnitee This Indemnification Agreement (this “ W I T N E S S E T H: WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against] [FORM OF EMPLOYMENT AGREEMENT THIS AGREEMENT is made on BETWEEN: (1) ZUOAN FASHION LIMITED, a company established in accordance with the law of the Cayman Islands Company , whose registered office is situated at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (the “ (2) you (“ Agreement This agreement (the “ 1. JOB TITLE The] [Dated 5 October 2010 The persons whose names and addresses are set out in Schedule 1 (Vendors) and Zuoan Fashion Limited (Purchaser) Share Exchange Agreement relating to Fast Boost Holdings Limited This Share Exchange Agreement is made on the 5th d ay of October 2010 BETWEEN : (1) Vendors The persons whose names and addresses are set out in Schedule] [REAL ESTATE LEASE AGREEMENT Lessor: Fujian Aidu Garment Manufacturing Co., Ltd. (“AIDU”) Lessee: ZUOAN Dress Co., Ltd., Shishi (“ZUOAN”) I. AIDU has acquired, in the form of allotment, the property located at Dingkekeng, Yushan, Jinjing Town, Jinjiang of Fujian Province (Fujian Aidu Garment Manufacturing Co., Ltd.), Land-use Right Certificate [JG]Zi No. 2004-00482, covering an area of 5,800 sqm, 1st Certificate] [REAL ESTATE TRANSFER AGREEMENT Transferor: Fujian Aidu Garment Manufacturing Co., Ltd. (“AIDU”) Transferee: ZUOAN Dress Co., Ltd., Shishi (“ZUOAN”) This Agreement is made by and between AIDU and ZUOAN for transfer of real estate upon principles of equality, voluntariness and legality in accordance with the Law of the People’s Republic of China on Urban Real Estate Administration. I. The Property] [SUPPLEMENTAL AGREEMENT TO REAL ESTATE Party A: Fujian Aidu Garment Manufacturing Co., Ltd. (“AIDU”) Party B: ZUOAN Dress Co., Ltd., Shishi (“ZUOAN”) This Supplementary Agreement is entered into by and between AIDU and ZUOAN in place of the Real Estate Transfer Agreement, dated June 1, 2006, which was terminated on June 30, 2008 after mutual consultation as a result of] [FORM OF MAXIMUM GUARANTEE CONTRACT Bank of Quanzhou Co., Ltd. Maximum Guarantee Contract No.: 190120100511006-2 Contract This Maximum Guarantee Contract (“ Creditor: Shishi Branch of Bank of Quanzhou Co., Ltd. (“Party A”) Legal Representative: Wang Qicong Address: Shishi City Tel: 88553503 And Guarantor: Legal Representative: Address: Tel: 2 Article 1 Guaranteed Principal Claims 1.1 Major Contracts Borrower Principal Claims guaranteed] [FORM OF REPRESENTATIONS FOR PERSONAL GUARANTEE No.:___ To Shishi Fengli Branch of Industrial Bank Co., Ltd. No.: Major Contract Borrower As for the RMB Short-term Borrowing Contract ( I. II. III. Guarantee Period Period for Guarantee (“ (I) (II) Guarantee Period for bank acceptance bills, L/C and L/G shall be two years from the date of making advances by you.] [MAXIMUM MORTGAGE CONTRACT (Applicable to Non-facility Credits) No.: Xing Yin Shi Di Zi No. 152008026732 Contract This Maximum Mortgage Contract (“ Mortgagee: Shishi Fengli Branch of Industrial Bank Co., Ltd. Responsible Officer: Liu Dingzhen Address: Jiu Er Road, Shishi City Zip Code: Telex: Tel: Fax: And] [Contract No.: FORM OF MAXIMUM GUARANTEE CONTRACT Maximum Guarantee Contract CHINA CITIC BANK Instructions I. You are required to fill out this Contract in black-blue or black, or in pen. II. You are required to fill out this Contract completely, clearly and readably. III. You are required to write down currency in Chinese other than currency symbol instead. Chinese name] [Maximum Guarantee Contract AGRICULTURAL BANK OF CHINA Maximum Guarantee Contract Contract No.: 35905200900014032 Contract This Maximum Guarantee Contract (“ Creditor (Full Name): Jinjiang City Branch of Agricultural Bank of China Guarantor (Full Name): (1) Zuoan Dress Co., Ltd., Shishi. (2) (3) Whereas, Major Contracts Borrower Guarantor is willing to grant Maximum Guarantee for claims arising from business contracts (“ THEREFORE,] [SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT ( Agreement ) “ is made on November 18, 2010 BETWEEN : MR. CHAOSHEN WANG “Purchaser” (hereinafter referred to as the FAME BRILLIANT GROUP LIMITED “Vendor” , a corporation incorporated under the laws of the British Virgins Islands with its registered office at PO Box 957, Offshore Incorporations Centre, Road Town, Tortola, the] [PRIVATE & CONFIDENTIAL 3 December 2010 BETWEEN FAME BRILLIANT GROUP LIMITED (Chargor) AND PHILLIP VENTURES ENTERPRISE FUND 2 LTD (Chargee) ESCROW AGREEMENT KHATTARWONG Partnership in Practice 80 Raffles Place, #25-01 UOB Plaza 1, Singapore 048624 Tel: 65-6535 6844 / Fax 65-6534 4892 Email kwp@khattarwong.com THIS AGREEMENT is dated 3 rd December 2010 and made amongst: (1) FAME BRILLIANT GROUP LIMITED] [& PRIVATE 3 December 2010 BETWEEN FAME BRILLIANT GROUP LIMITED (Chargor) AND PHILLIP VENTURES ENTERPRISE FUND 2 LTD (Chargee) DEED OF CHARGE KHATTARWONG Partnership in Practice 80 Raffles Place, THIS DEED FAME BRILLIANT GROUP LIMITED Chargor IN FAVOUR OF PHILLIP VENTURES ENTERPRISE FUND 2 LTD. Chargee Parties , Party dated 3 December 2010 is made by WHEREAS: (A) First CLA] [FORM OF RESTRICTED SHARE AWARD AGREEMENT ZUOAN FASHION LIMITED RESTRICTED SHARE AWARD AGREEMENT THIS AGREEMENT Agreement Date of Grant Company (the “ [ Trustee Trust Deed Participant Participants [ ](the “ ] : R E C I T A L S : WHEREAS Plan , the Company has adopted the Zuoan Fashion Limited 2010 Equity Incentive Plan (the “ WHEREAS] [Name Jurisdiction of Fast Boost Holdings Limited BVI Wholly-owned subsidiary Champion Goal Holdings Limited Hong Kong Wholly-owned subsidiary of Fast Boost Holdings Limited Zuoan Dress Co., Ltd., Shishi PRC Wholly-owned subsidiary of Champion Goal Holdings Limited Shanghai Mingfu Fashion Limited] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of our report dated January 4, 2011, relating to the consolidated financial statements of Zuoan Fashion Limited and subsidiaries, and to the reference to our Firm under the caption “Experts” in the prospectus. GHP Horwath, P.C. Denver, Colorado 1 EX-23.1 30 a2201216zex-23_1.htm EX-23.1] [September 10, 2010 Zuoan Fashion Limited CONSENT OF FROST & SULLIVAN “Registration Statement”) “Company”) “SEC”) “SEC Filings”). “Reports”) Frost & Sullivan hereby consents to references to its name in the Registration Statement on Form F-1 (the Frost & Sullivan [SEAL] Sophia Wang Consulting Manager EX-23.5 31 a2201216zex-23_5.htm EX-23.5] [December 27, 2010 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072, China Ladies and Gentlemen: Sincerely yours, EX-23.6 32 a2201216zex-23_6.htm EX-23.6] [December 27, 2010 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072, China Ladies and Gentlemen: Sincerely yours, EX-23.7 33 a2201216zex-23_7.htm EX-23.7] [December 27, 2010 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072, China Ladies and Gentlemen: Sincerely yours, EX-23.8 34 a2201216zex-23_8.htm EX-23.8] [December 27, 2010 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072, China Ladies and Gentlemen: Sincerely yours, EX-23.9 35 a2201216zex-23_9.htm EX-23.9] [ZUOAN FASHION LIMITED Code of Business Conduct and Ethics Adopted December 30, 2010 1. Introduction Code This Code of Business Conduct and Ethics (the “ We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities including, but not limited to,] [[LETTERHEAD OF TREND ASSOCIATES] To: Zuoan Fashion Limited Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands 4 January 2011 I Dear Sirs: 1. Introduction PRC Registration Statement We are acting as legal advisers of the Company as to matters of laws of the People’s Republic of China (the “ 2. Definitions Governmental Authority “ 1 Group]