ZA [ZUOAN FASHION] S-8: FORM S-8 T REGISTRATION S UNDER THE SECURITIES

[FORM S-8 T REGISTRATION S UNDER THE SECURITIES ACT OF 1933 ZUOAN FASHION LIMITED Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Room 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072, China Zuoan Fashion Limited 2010 Equity Incentive Plan (Full title of the plan) Puglisi & Associates 850] [[CONYERS DILL & PEARMAN LETTERHEAD] 14 November 2011 Zuoan Fashion Limited Room 213 to 215, Block 8 No.1150 Luochuan Middle Road Shanghai 200072 China Matter No. 876409 Doc Ref: AC/al/380515 Dear Sirs, Zuoan Fashion Limited (the “Company”) Re: Commission Registration Statement Securities Act Ordinary Shares by the directors of the Company on 30 December 2010 and Plan , Resolutions Certificate] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 27, 2011, on the consolidated financial statements of Zuoan Fashion Limited, which report appears in the Annual Report on Form 20-F for the year ended December 31, 2010. Denver, Colorado November 14, 2011]

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

[FORM 6-K Zuoan Fashion Limited Room 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072, China annual reports under cover of Form 20-F or Form 40-F: Form 20-F X Form 40-F ____ Yes ____ No X Yes ____ No X Yes ____ No X N/A]

ZA [ZUOAN FASHION] 6-K: FORM 6-K Zuoan Fashion Limited Room 213 to

[FORM 6-K Zuoan Fashion Limited Room 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072, China annual reports under cover of Form 20-F or Form 40-F: Form 20-F X Form 40-F ____ Yes ____ No X Yes ____ No X Yes ____ No X N/A]

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

[____________________ FORM 20-F (Mark One) o OR x For the fiscal year ended December 31, 2010 OR o For the transition period from ________________ to ________________ OR o Date of event requiring this shell company report ________________ ZUOAN FASHION LIMITED Not Applicable CAYMAN ISLANDS (Jurisdiction of incorporation or organization) ROOM 213 TO 215, BLOCK 8 NO. 1150 LUOCHUAN MIDDLE ROAD] [Zuoan Fashion Limited List of Subsidiaries Subsidiary Jurisdiction of Incorporation Fast Boost Holdings Limited British Virgin Islands Champion Goal Holdings Limited British Virgin Islands 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, Chi Hon Tsang, 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 June 27, 2011 James Jinshan Hong, the Chairman and Chief Executive Officer and Chi Hon Tsang, the Chief Financial Officer of Zuoan Fashion Limited, each 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. the information contained in the Report]

ZA [ZUOAN FASHION] 20-F: ____________________ FORM 20-F (Mark One) o OR x

[____________________ FORM 20-F (Mark One) o OR x For the fiscal year ended December 31, 2010 OR o For the transition period from ________________ to ________________ OR o Date of event requiring this shell company report ________________ ZUOAN FASHION LIMITED Not Applicable CAYMAN ISLANDS (Jurisdiction of incorporation or organization) ROOM 213 TO 215, BLOCK 8 NO. 1150 LUOCHUAN MIDDLE ROAD] [Zuoan Fashion Limited List of Subsidiaries Subsidiary Jurisdiction of Incorporation Fast Boost Holdings Limited British Virgin Islands Champion Goal Holdings Limited British Virgin Islands 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, Chi Hon Tsang, 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 June 27, 2011 James Jinshan Hong, the Chairman and Chief Executive Officer and Chi Hon Tsang, the Chief Financial Officer of Zuoan Fashion Limited, each 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. the information contained in the Report]

ZA [ZUOAN FASHION] 6-K: FORM 6-K Zuoan Fashion Limited Room 213 to

[FORM 6-K Zuoan Fashion Limited Room 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072, China annual reports under cover of Form 20-F or Form 40-F: Form 20-F X Form 40-F Yes No X Yes No X Yes No X N/A]

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

[FORM 6-K Zuoan Fashion Limited Room 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072, China annual reports under cover of Form 20-F or Form 40-F: Form 20-F X Form 40-F Yes No X Yes No X Yes No X N/A Zuoan Fashion Limited]

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