[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]