[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 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Zuoan Fashion Limited Cayman Islands Not Applicable (State of incorporation or organization) (I.R.S. Employer Identification No.) Rooms 213 to 215, Block 8 Title of each class Name of each exchange on which Ordinary shares, par value US$0.00025 per share * x o 333-171534 None INFORMATION REQUIRED IN REGISTRATION STATEMENT]
[AMENDMENT NO. 1 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] [Zuoan Fashion Limited 6,900,000 American Depositary Shares Representing 27,600,000 Ordinary Shares, par value US$0.00025 per share UNDERWRITING AGREEMENT January , 2011 COWEN AND COMPANY, LLC As Representative of the several Underwriters c/o Cowen and Company, LLC 1221 Avenue of the Americas New York, New York 10020 Dear Sirs: 1. INTRODUCTORY (I) provided, however (b) As of the Applicable Time (as] [[LETTERHEAD OF CONYERS DILL & PEARMAN] 12 January 2011 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 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 Peoples Republic of China (the 1 2. Definitions Governmental Authority] [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 5 a2201586zex-23_1.htm EX-23.1]
