[QuickLinks -- Click here to rapidly navigate through this document Issuer Free Writing Prospectus Zuoan Fashion Limited This free writing prospectus reflects the amendments that were made in Amendment No. 4. The revised disclosure, as set forth in the following sections or subsections of the preliminary prospectus that forms part of Amendment No. 4, relates to (i) the revised aggregate]
[AMENDMENT NO. 4 TO 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] [THIS SUPPLEMENTAL AGREEMENT AMONGST is made on the 31st day of January 2011 (1) FAST BOOST HOLDINGS LIMITED Borrower (Company Registration. 1463677), a corporation incorporated under the laws of the British Virgins Islands with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, the British Virgin Islands (the (2) PHILLIP VENTURES ENTERPRISE FUND 2 LTD.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of our report dated January 4, 2011 (except for Item 2 of Note 17, as to which the date is January 31, 2011), relating to the consolidated financial statements of Zuoan Fashion Limited and subsidiaries, and to the reference to our Firm under the]
[AMENDMENT NO. 3 TO 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] [[LETTERHEAD OF DAVIS POLK & WARDWELL LLP] January 25, 2011 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072 China Dear Ladies and Gentlemen: Zuoan Fashion Limited We have examined such matters of fact and law as we have deemed necessary or advisable for the purpose of this opinion. We hereby confirm our]
[AMENDMENT NO. 3 TO 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] [[LETTERHEAD OF DAVIS POLK & WARDWELL LLP] January 25, 2011 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072 China Dear Ladies and Gentlemen: Zuoan Fashion Limited We have examined such matters of fact and law as we have deemed necessary or advisable for the purpose of this opinion. We hereby confirm our]
[AMENDMENT NO. 2 TO 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] [FORM OF OPINION OF DAVIS POLK & WARDWELL LLP [ ], 2011 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072 China Dear Ladies and Gentlemen: Zuoan Fashion Limited We have examined such matters of fact and law as we have deemed necessary or advisable for the purpose of this opinion. We hereby] [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 3 a2201586zex-23_1.htm EX-23.1]
[AMENDMENT NO. 2 TO 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] [FORM OF OPINION OF DAVIS POLK & WARDWELL LLP [ ], 2011 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072 China Dear Ladies and Gentlemen: Zuoan Fashion Limited We have examined such matters of fact and law as we have deemed necessary or advisable for the purpose of this opinion. We hereby] [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 3 a2201586zex-23_1.htm EX-23.1]
[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS Zuoan Fashion Limited (Exact name of issuer of deposited securities as specified in its charter) Not Applicable Cayman Islands ) (Jurisdiction of incorporation or organization of issuer Deutsche Bank Trust Company Americas ) (Exact name of depositary as specified in its] [DEPOSIT AGREEMENT by and among ZUOAN FASHION LIMITED as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of [●], 2011 DEPOSIT AGREEMENT DEPOSIT AGREEMENT W I T N E S S E T H T H A T: WHEREAS WHEREAS WHEREAS] [January 12, 2011 FFB:JG Deutsche Bank Trust Company Americas, as Depositary under the Deposit Agreement referred to below 60 Wall Street New York, NY 10005 Ladies and Gentlemen: Deutsche Bank Trust Company Americas, as Depositary January 12, 2011 Very truly yours, 2 EX-5 3 a11-05_ex5.htm OPINION]
[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS Zuoan Fashion Limited (Exact name of issuer of deposited securities as specified in its charter) Not Applicable Cayman Islands ) (Jurisdiction of incorporation or organization of issuer Deutsche Bank Trust Company Americas ) (Exact name of depositary as specified in its] [DEPOSIT AGREEMENT by and among ZUOAN FASHION LIMITED as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of [●], 2011 DEPOSIT AGREEMENT DEPOSIT AGREEMENT W I T N E S S E T H T H A T: WHEREAS WHEREAS WHEREAS] [January 12, 2011 FFB:JG Deutsche Bank Trust Company Americas, as Depositary under the Deposit Agreement referred to below 60 Wall Street New York, NY 10005 Ladies and Gentlemen: Deutsche Bank Trust Company Americas, as Depositary January 12, 2011 Very truly yours, 2 EX-5 3 a11-05_ex5.htm OPINION]
