[Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 423,870,274 ordinary shares, par value $0.0001 per share, as of December 31, 2012. o Yes x No o Yes x No x Yes o No x Yes o No Large accelerated] [LOAN AGREEMENT among Column A Borrower (“ and SHANGHAI MECOX LANE SHOPPING CO., LTD. (“ML Shopping”) and MAI WANG TRADING (SHANGHAI) CO., LTD. Lender (“ Column B Dated Agreement This LOAN AGREEMENT (this “ Column B in , the People’s Republic of China China (“ by and among the following parties: (A). Column A Borrower Column C Column D (“] [Promissory Note Column A FOR VALUE RECEIVED, Mai Wang Trading Column B (Shanghai) Co., Ltd., a Chinese wholly foreign owned company, or its assignee(s) (collectively, the “Lender”), the principal sum of 1. Column C (the “Loan Agreement”). 2. Column A Column A Column A Column B Column C 1 ZHANG BANG] [EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A Grantor (“ and SHANGHAI MECOX LANE SHOPPING CO., LTD. ML Shopping (“ and MAI WANG TRADING (SHANGHAI) CO., LTD. Grantee (“ Column B Dated This EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement (the “ Column B China in , the People’s Republic of China (“ (1) Column A Grantor (the “ Column C whose address] [POWER OF ATTORNEY Column A China Column B I, (1) Column C ML Shopping Shares ML Shopping I am a holder of (2) ML Trading I hereby irrevocably grant to Mai Wang Trading (Shanghai) Co., Ltd. (“ Designee (the “ the power of attorney to act on my behalf in all matters pertaining to ML Shopping and the ML Shopping] [EQUITY PLEDGE AGREEMENT among Column A Pledgor (“ and SHANGHAI MECOX LANE SHOPPING CO., LTD. ML Shopping (“ and MAI WANG TRADING (SHANGHAI) CO., LTD. Beneficiary (“ Column B Dated Agreement Column B China This EQUITY PLEDGE AGREEMENT (this “ (A). Column A Pledgor Column C Column D (“ (B). ML Shopping Shanghai Mecox Lane Shopping Co., Ltd. (“ (C).] [Column A Column B Column C Re: Tax Payables Column D Dear I Column B ML Shopping ML Trading Agreements Column B Column B n connection with that certain Loan Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement entered into among Sincerely, Shanghai Mecox Lane Shopping Co., Ltd. [seal: Shanghai Mecox Lane Shopping Co., Ltd.] Mai Wang Trading (Shanghai)] [LOAN AGREEMENT among Column A Borrower (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Lender (“ Dated Column B Agreement Column B This LOAN AGREEMENT (this “ , the People’s Republic of China China (“ by and among the following parties: (A). Column A Borrower Column C Column D (“ (B). Rampage Shopping] [EQUITY PLEDGE AGREEMENT among Column A Pledgor (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Beneficiary (“ Column B Dated Agreement Column B China This EQUITY PLEDGE AGREEMENT (this “ (A). Column A Pledgor Column C Column D (“ (B). Rampage Shopping Shanghai Rampage Shopping Co., Ltd. (“ (C). Beneficiary Rampage Trading (Shanghai)] [EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A Grantor (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Grantee (“ Dated Column B This EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement Column B China (the “ (1) Column A Grantor Column C Column D (the “ (2) SHANGHAI RAMPAGE SHOPPING CO., LTD. Rampage Shopping (“ (3) RAMPAGE] [POWER OF ATTORNEY Column A China Column B I, (1) Column C Rampage Shopping Shares Rampage Shopping I am a holder of (2) Rampage Trading I hereby irrevocably grant to Rampage Trading (Shanghai) Co., Ltd. (“ Designee (the “ the power of attorney to act on my behalf in all matters pertaining to Rampage Shopping and the Rampage Shopping Shares,] [Column A Column B Column C Re: Tax Payables Column D Dear I Column B ML Shopping ML Trading Agreements Column B Column B n connection with that certain Loan Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement entered into among Sincerely, Shanghai Mecox Lane Shopping Co., Ltd. [seal: Shanghai Mecox Lane Shopping Co., Ltd.] Mai Wang Trading (Shanghai)] [Lease Contract No:Mei Huayi(2012) 01 Parties of Contract Lessor(Party A): Shanghai Hua Yi Industry Co., Ltd Address: No 1555, Lianhua Road, Minhang District Lessee(Party B): Shanghai Mecoxlane Shopping Co., Ltd Address: Party A desires to lease the premise measured 2000m 2 in aggregate located at Floor 1 st (measured 345m 2 ) and Floor 2 nd (measured 1655m 2 ),] [MECOX LANE LIMITED 2 SHARE INCENTIVE PLAN ARTICLE 1. PURPOSE The purpose of the Mecox Lane Limited Plan 2012 Share Incentive Plan (the “ Mecox Lane Limited Company (the “ the members of the Board, Employees, and Consultants to those of Company shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company] [List of Subsidiaries of Mecox Lane Limited Beneficially Owned Subsidiaries Name of Company Jurisdiction of Percentage of Attributable 1. eMecoxLane Co., Ltd. Cayman Islands 100 % 2. Rampage China Limited Cayman Islands 80 % 3. Mexi-Care Limited Cayman Islands 100 % 4. Rampage China (Hong Kong) Limited Hong Kong 80 % 5. Mecox Lane (Hong Kong) Limited Hong Kong] [CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER I, Alfred Beichun Gu, certify that: 1. I have reviewed this annual report on Form 20-F of Mecox Lane Limited (the “Company”); 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] [CERTIFICATION BY THE CHIEF FINANCIAL OFFICER I, Paul Bang Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of Mecox Lane Limited (the “Company”); 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] [CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Alfred Beichun Gu Chief Executive Officer EX-13.1 18 a12-29675_1ex13d1.htm EX-13.1] [CERTIFICATION BY THE CHIEF FINANCIAL OFFICER (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Paul Bang Zhang Chief Financial Officer EX-13.2 19 a12-29675_1ex13d2.htm EX-13.2] [Our ref RDS\611736\5981853v1 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Mecox Lane Limited 22nd Floor, Gems Tower, Building 20, No. 487, Tianlin Road Shanghai 200233, People’s Republic of China 23 April 2013 Dear Sirs Mecox Lane Limited (the “Company”) Yours faithfully Maples and Calder EX-15.1 20 a12-29675_1ex15d1.htm EX-15.1] [32/F, Shanghai Kerry Centre 1515 Nanjing Road West Shanghai 200040, PRC T: (86-21) 5298-5488 F: (86-21) 5298-5492 junhesh@junhe.com Mecox Lane Limited 22nd Floor, Gems Tower, Building 20 No. 487, Tianlin Road Shanghai 200233 The People’s Republic of China Ladies and Gentlemen: Sincerely yours, For and on behalf of JUN HE LAW OFFICES Beijing Head Office Tel: (86-10) 8519-1300 Fax: (86-10)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-175359 on Form S-8 of our report dated April 23, 2013, relating to the financial statements and financial statement schedule of Mecox Lane Limited, appearing in this Annual Report on Form 20-F of Mecox Lane Limited for the year ended December 31,]