[FormF-1 REGISTRATION STATEMENT LightInTheBoxCo.,Ltd.yman Islands 5961 Not Applicable Building 2, Area D, Floor 1-2, Diantong Times Square Law Debenturerporate ServicesInc.pies to: Leiming Chen, Esq.vidT. Zhang, Esq. Approximatete ofmmencement of proposedle to the public: o o o oLCULATION OF REGISTRATION FEE (1)(2) Title of Each Class of Securities] [THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF LightInTheBoxLtd. (Adopted byecial Resolution passed on September28, 2010) 1. The name of thempany is LightInTheBoxLtd.. 2. The Registered Office of thempany shall be at the offices of Offshoreorporations (Cayman) Limited,otia Centre, 4th Floor, P.O.Box 2804, George Town, Grandyman1-1112,yman] [Certificate No. No. of shares Light In The Box LimitedORPORATED UNDER THEMPANIES ORDINANCE OF HONG KONG AUTHORIZEDPITAL: HK$10,000.00 divided into 10,000 shares of HK$1.00 each. GIVEN under themmon Seal of theidmpany in Hong Kong, thisy of 20. Themmon Seal of thempany is hereunto affixed in the presence of:] [EXECUTION SERIES A PREFERRED SHARE PURCHASEREEMENTreement THIS SERIES A PREFERRED SHARE PURCHASEREEMENT (the 1.mpany Light In The BoxLtd., an exemptedmpany organized under the laws of theyman Islands (the 2. (Hong Kong) HK Subsidiary Light In The Box Limited, ampanyorporated under the laws of Hong Kongecialministrative Region of the Peoples Republic of China] [EXECUTION AMENDMENT TO SERIES A PREFERRED SHARE PURCHASEREEMENT Amendment) THIS AMENDMENT TO SERIES A PREFERRED SHARE PURCHASEREEMENT (this 1.mpany), Light In The BoxLtd., an exemptedmpany organized under the laws of theyman Islands (the 2. (Hong Kong) HK Subsidiary), Light In The Box Limited, ampanyorporated under the laws of Hong Kongecialministrative Region of the Peoples Republic] [Executionpy SERIES B PREFERRED SHARE PURCHASEREEMENTreement THIS SERIES B PREFERRED SHARE PURCHASEREEMENT (this 1.mpany) Light In The BoxLtd., an exemptedmpany organized under the Laws of theyman Islands (the 2. (Hong Kong) HK Subsidiary) Light In The Box Limited, ampany limited by sharesorporated under the Laws of Hong Kongecialministrative Region of the Peoples Republic of China] [Executionpy SERIES C PREFERRED SHARE PURCHASEREEMENTreement ) THIS SERIES C PREFERRED SHARE PURCHASEREEMENT (this 1.mpany Light In The BoxLtd., an exemptedmpany organized under the Laws of theyman Islands (the 2. Hong Kong HK Subsidiary Light In The Box Limited, ampany limited by sharesorporated under the Laws of Hong Kongecialministrative Region of the Peoples Republic of] [Executed Version LIGHINTHEBOXLTD.NVERTIBLE NOTE PURCHASEREEMENTNVERTIBLE NOTE PURCHASEREEMENTreementmpany Investors Parties Party This RECITALS Principal Amount WHEREAS, on the terms and subject to thenditions set forth herein, each Investor desires to purchase from thempany, and thempany desires to sell to such Investor, anvertible note in the principal amount set forthainst such Investors name inhedule I hereto (the] [Executionpy SECOND AMENDED AND RESTATED RESTRICTED SHAREREEMENT RECITALS A. Purchasereement The Investors havereed to purchase from thempany, and thempany hasreed to sell to the Investors, certain SeriesC Preferred Shares of thempany on the terms andnditions set forth in the SeriesC Preferred Share Purchasereementted of thete hereof by and among thempany, the Founders, the Founder Entities,] [Executionpy SECOND AMENDED AND RESTATED SHAREHOLDERSREEMENTreement ) Effectivete ), THIS SECOND AMENDED AND RESTATED SHAREHOLDERSREEMENT (this 1.mpany ), Light In The BoxLtd., an exemptedmpany organized under the laws of theyman Islands (the 2. ( Hong Kong ) HK Subsidiary ), Light In The Box Limited, ampanyorporated under the Laws of Hong Kongecialministrative Region of the] [Executionpy AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND-SALEREEMENTreement Effectivete THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND-SALEREEMENT (this 1.mpany LightInTheBoxLtd., an exemptedmpany organized under the Laws of theyman Islands (the 2.hedule A-1 Founder Founders Founder Entity] [Our ref DLK/665661-000001/4654772v9 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com LightInTheBoxLtd. No.7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 Peoples Republic of China 17 April2013 Dear Sirs LightInTheBoxLtd.mpany Registration Statementmmission OfferingSs Shares We have actedyman Islands legalvisers to LightInTheBoxLtd. (the] [SIMPSON THACHER& BARTLETT 425 LEXINGTON AVENUE NEW YORK, N.Y. 10017-3954 (212) 455-2000 FACSIMILE (212) 455-2502 DIRECT DIAL NUMBER E-MAILDRESS April17, 2013 LightInTheBoxLtd. Building 2, Area D, Floor 1-2, Diantong Times Square No.7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 Peoples Republic of China Ladies and Gentlemen: We have examined the Registration Statement. Indition, we have] [April 17, 2013 LightInTheBoxLtd. Building 2, Area D, Floor 1-2, Diantong Times Square No.7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 Peoples Republic of China Ladies and Gentlemen, Re:Legal Opinion on Tax Matters We are lawyers qualified in the Peoples Republic of China (the A. Documents Examined, Definition and Information Provided] [L IGHTINTHEBOX H OLDING ., L AMENDED AND REINSTATED 20 08 SHAREENTIVE PLAN 1. Purposes of the Plan . The purposes of this Plan are to attract and retain the best available personnel, to provideditionalentives to Employees, Directors andnsultants and to promote the success of thempanys business.] [INDEMNIFICATIONREEMENT RECITALS 1. Thempany recognizes that highlympetent persons are becoming more reluctant to serverporations directors or in otherpacities unless they are provided withequate protection through insurance orequate indemnificationainst risks of claims and actionsainst them arising out of their services to therporation.] [LIGHTINTHEBOXLTD. FORMOF EXECUTIVE EMPLOYMENTREEMENT RECITALS Thempany desires to employ the Executive, and the Executiverees to be employed by thempany, and act NOW, THEREFORE, the parties heretoree follows: 1. TERM OF EMPLOY MENT 2. POSITION, DUTIES AND RESPONSIBILITIES ownership of the 50% or more voting power of such entity, or (] [Exclusive Technical andnsulting Servicereementreement Parties This Exclusive Technical andnsulting Servicereement ( Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog iesLtd.dress: 35F (B, C), Fortune Building, Futian Central District, Shenzhen] [Business Operationreement This Business Operationreement (Agreement),ted of June 9, 2011, is made in Beijing by and among the following parties: Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F(D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog ies] [Equity Disposalreementreement Parties This Equity Disposalreement ( Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong& TechnologiesLtd.dress: 35F (B, C), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen] [Share Pledgereement This Sharereement Pledgereement ( e s: Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Shenzhen Lanting Huitong Technolog iesLtd.dress: 35F (B, C), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen] [Power of Attorney or its designee to exercisel voting rights that he has a shareholder of Shenzhen Lanting Huitong Technologmpany iesLtd. ( The aforesaid authorization may not bencelled unless approved by the board of directors of Lanting Jishi Trade (Shenzhen)Ltd. The proxy shall exercise the voting rights bestowed upon a shareholder in respect of thempany] [SPOUSALNSENT I further undertake not to take any actionainst theove arrangements,luding making any claim that such equity interestnstitutes my property ormmunity property between myself and myouse or any relevant rights or interests innnection with such equity interest. / Yang YU /OUSALNSENT] [Exclusive Technical andnsulting Servicereementreement Parties This Exclusive Technical andnsulting Servicereement ( Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang TechnologiesLtd.dress: No.106 Building, Lize Zhongyuan, Chaoyang District, Beijing] [Business Operationreementreement This Business Operationreement ( Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang TechnologiesLtd.dress: No.106 Building, Lize Zhongyuan, Chaoyang District, Beijing Legal Representative: Ping Zhou Party C:] [Equity Disposalreementreement Parties This Equity Disposalreement ( Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang TechnologiesLtd.dress: No.106 Building, Lize Zhongyuan, Chaoyang District, Beijing Legal Representative: Ping Zhou Party C: Shenzhen Lanting Huitong TechnologiesLtd.] [Share Pledgereement This Sharereement Pledgereement ( of December7, 2011, is made in Beijing by and among the following parti e s: Party A: Lanting Jishi Trade (Shenzhen)Ltd.dress: 35F (D, E), Fortune Building, Futian Central District, Shenzhen Legal Representative: Xin Wen Party B: Beijing Lanting Gaochuang TechnologiesLtd.] [Loanreementreement This Loanreement ( 2011 , is made in Beijing, the Peoples Republic of China (the the Hong Kongecialministrative Region, the (Parties) Macaoecialministrative Region and Taiwan for the purpose of thisreement), by and between the following parties Lanting Jishi Trade (Shenzhen)Ltd.] [Power of Attorneympany The aforesaid authorization may not bencelled unless approved by the board of directors of Lanting Jishi Trade (Shenzhen) The proxy shall exercise the voting rights bestowed upon a shareholder in respect of thempany dutifully and diligently and shall act directed by the board of directors of Lanting Jishi Trade (Shenzhen)] [LightInTheBoxLtd. Growth in Revenue Attributed to Repeat Customers Year ended December31, 2008 2009 2010 2011 2012 (Inthousandsof$,exceptforpercentages) Revenue Attributed to Repeat Customers(1) n/a (5) 4,008 8,751 20,886 49,384 Revenues Attributed to New Customers(2) n/a (5) 22,043 49,943 95,344 150,626 Total Net Revenues 6,256 26,051 58,694 116,230 200,010rease in Revenue Attributed to Repeat Customers (3)] [PlaceofIncorporation Subsidiaries Light In The Box Limited Hong Kong Lanting Jishi Trade (Shenzhen)Ltd. Variable Interest Entities Shenzhen Lanting Huitong TechnologiesLtd. Beijing Lanting Gaochuang TechnologiesLtd. Subsidiary of Variable Interest Entity Shanghai Ouku Network Technologies EX-21.1 a2212754zex-21_1.htm 31 EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to the use in the Registration Statement on FormF-1 of our reportted April17, 2013 relating to thensolidated financial statements of LightInTheBoxLtd. and its subsidiaries, variable interest entities and variable interest entities subsidiaries and the financial statementhedule of LightInTheBoxLtd. for the years ended December31, 2010, 2011 and 2012,] [Consent of iResearchnsulting May 14, 2012 LightInTheBox 25F, Tower A, Ocean International Center, No. 56 East Fourth Ring Road, Chaoyang District, Beijing 100025 Peoples Republic of China Ladies and Gentlemen: iResearchnsulting furthernsent tolusion of information,ta and statements from the report entitled B2C Online Export Project (the Report) in thempanys Registration Statement and the SEC Filings,] [CODE OF BUSINESSNDUCT AND ETHICS OF LIGHTINTHEBOX INTRODUCTION LightInTheBoxmpanyde and its subsidiaries (collectively the employees executive officers Thisde applies tol of the directors, officers, employees andvisors of thempany, whether they work for thempany on a full-time, part-time,nsultative, or temporary basis. We refer to these persons our] [April 17, 2013 LightInTheBoxLtd. Building 2, Area D, Floor 1-2, Diantong Times Square No.7 Jiuxianqiao North Road Chaoyang District, Beijing 100020 Peoples Republic of China Ladies and Gentlemen, Re:Legal Opinion We are lawyers qualified in the Peoples Republic of China (the) and are qualified to issue opinions on Laws (as defined in SectionI). For the] [Amendment No.6 REGISTRATION STATEMENT LightInTheBoxCo.,Ltd.yman Islands 5961 Not Applicable 25F, Tower A, Ocean International Center, Law Debenturerporate ServicesInc.pies to: Leiming Chen, Esq.vidT. Zhang, Esq. Approximatete ofmmencement of proposedle to the public: o o o oLCULATION OF REGISTRATION FEE (1)(2) Title of Each Class of Securities]