[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 People’s 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]