[] [15 July, 2015 Matter No.:M#821045 Doc Ref: AC/al/101901086 Zuoan Fashion Limited Building 1, Lane 618 Dingyuan Road, Songjiang District Shanghai 201616 China Dear Sirs, Zuoan Fashion Limited (the "Company") Commission Registration Statement Securities Act Ordinary Shares Debt Securities Securities Memorandum and Articles of Association Resolutions Certificate Date For the purposes of giving this opinion, we have examined a copy of] [July 13, 2015 Zuoan Fashion Limited Building 1, Lane 618, Dingyuan Road, Songjiang District, Shanghai 201616, China Registration Statement on Form F-3 Re: Ladies and Gentlemen: Company Registration Statement Commission Securities Act Ordinary Shares Debt Securities Securities Prospectus Prospectus Supplement Debenture Holder Securities Documents The Debt Securities will be issued under one or more convertible debentures (each, a “ As] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated May 15, 2015, relating to the consolidated financial statements of Zuoan Fashion Limited and subsidiaries, which report appears in the Annual Report on Form 20-F of Zuoan Fashion Limited for the year ended December 31,]