[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]