[] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order] [[Letterhead of Paul, Hastings, Janofsky & Walker LLP] October 8, 2010 JPMorgan Chase Bank, N.A., as Depositary One Chase Manhattan Plaza, 58th Floor New York, NY 10005 Re: American Depositary Shares evidenced by American Depositary Receipts for deposited ordinary shares of Mecox Lane Limited Dear Sirs: Depositary Securities Act Registration Statement ADSs ADRs Company Deposit Agreement We have acted as]

[Subject to Completion Preliminary Prospectus Dated , 2010 American Depositary Shares Mecox Lane Limited Representing Ordinary Shares This is the initial public offering of American depositary shares, or ADSs, of Mecox Lane Limited. We are offering ADSs, and the selling shareholders disclosed in this prospectus are offering an additional ADSs. Each ADS represents ordinary share[s]. We will not receive any] [THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MECOX LANE LIMITED special resolution dated July 9, 2010 THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF MECOX LANE LIMITED 1 The name of the Company] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MECOX LANE LIMITED (adopted by a Special Resolution passed on October 1, 2010 and effective conditional and immediately upon completion of the Company’s initial public offering of ordinary shares represented by American Depositary Shares) THE COMPANIES LAW (2010] [MECOX LANE LIMITED FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Agreement Company Schedule A Investors RECITALS A. Maxpro CDIB Peak Old Agreement On December 28, 2008, Maxpro Holdings Limited (“ B. Upasia had subsequently transferred all of its equity interest in the Company to Iconix China Holdings Limited, Unidex Holdings Ltd., Rich] [MECOX LANE LIMITED 2006 STOCK OPTION PLAN 1. PURPOSE OF PLAN Plan Company Subsidiary Group Board The purpose of the Mecox Lane Limited 2006 Stock Option Plan (this “ 2. ELIGIBILITY “Eligible Person “Securities Act “participant” The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines] [MECOX LANE LIMITED 2008 STOCK OPTION PLAN 1. PURPOSE OF PLAN Plan Company Subsidiary Group Board The purpose of the Mecox Lane Limited 2008 Stock Option Plan (this “ 2. ELIGIBILITY “Eligible Person “Securities Act “participant” The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines] [MECOX LANE LIMITED 2011 SHARE INCENTIVE PLAN ARTICLE 1. PURPOSE Plan Company The purpose of the Mecox Lane Limited 2011 Share Incentive Plan (the “ ARTICLE 2. DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where] [INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is entered into as of [ RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services] [EMPLOYMENT AGREEMENT Form A Column A THIS AGREEMENT is made on AMONG (1) Column B (2) Column C WHEREAS: Column D The Company wishes to retain the Executive as the IT IS HEREBY AGREED as follows: 1. Definitions In this Agreement with the context so admits the following words and expressions shall have the following meanings: 1.1 “The Board” shall] [28 December 2007 MECOX LANE LIMITED ALFRED GU BEI CHUN SUPPLEMENTARY SERVICE AGREEMENT CONTENTS CLAUSE PAGE 1. DEFINITIONS 1 2. EMPLOYMENT TERM 2 3. NON-COMPETE PAYMENT 3 4. INTELLECTUAL PROPERTY 3 5. OTHER INTEREST AND POST-TERMINATION UNDERTAKINGS 4 6. RESTRAINT ON ACTIVITIES OF THE EXECUTIVE AND CONFIDENTIALITY 7 7. BREACH 7 8.] [EMPLOYEE CONFIDENTIALITY AGREEMENT Column A Company In consideration of my employment with Employment. Employment Contract 1. Confidential Information 2. Company Information. (a) Former Employer Information . (b) 1 Third Party Information. Third Party Information (c) Inventions 3. Prior Inventions Prior Inventions (a) Service Inventions (b) Disclosure Inventions (i) 2 Title Service Inventions Company Interests (ii) Assignment (iii) 3 Reward and] [NON-COMPETITION AGREEMENT 1. Conditions of effectiveness 6 Non-Competition Period (a) I agree that, upon effectiveness of this Non-Competition Agreement, within (b) I agree that, upon effectiveness of this Non-Competition Agreement, during the Non-Competition Period, whether or not within business hours, I will not engage in any activities that compete with the business in which the Company is now involved or] [THIS SHAREHOLDERS AGREEMENT ETWEEN B (1) RAMPAGE CHINA LIMITED Company (2) MECOX LANE LIMITED, Party A (3) ICONIX CHINA LIMITED, Party B Parties Party (collectively, the HEREAS W Company (B) This Agreement sets out the terms and conditions governing the relationship between Party A and Party B as shareholders of the Company. T IS AGREED I 1. NTERPRETATION I Definitions] [THIS AMENDMENT AGREEMENT TO THE SHAREHOLDERS AGREEMENT Amendment Agreement Between: (1) AMPAGE HINA IMITED R th Company Floor, P.O.Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands, (the (2) ECOX ANE IMITED M Party A (3) CONIX HINA IMITED I Party B Parties Party (collectively, the Whereas, Shareholders Agreement (A) The Parties entered into a shareholders agreement (the th December] [ICONIX CHINA LIMITED as Assignor and RAMPAGE CHINA LIMITED as Assignee TRADEMARK ASSIGNMENT AGREEMENT CONTENTS CLAUSE PAGE 1 INTERPRETATION 2 2. ASSIGNMENT 4 3. NEW MARKS 5 4. 6 5. EXCLUSIVITY; GOODS MANUFACTURED; TERRITORY 7 6. INTERIM LICENCE 8 7.] [OMNIBUS ASSIGNMENT, ASSUMPTION AND ACCESSION AGREEMENT 3. Promptly following the execution of this Omnibus Agreement, each of the parties hereto shall cause the Memorandum and Articles to be amended so that all references therein to ICL shall be changed to references to ICL-Rampage. This Ominbus Agreement shall not constitute a waiver, amendment or modification of any other provision of any] [May 12, 2010 To: Mecox Lane Limited 22nd Floor, Gems Tower Building 20, No. 487, Tianlin Road Shanghai 200233, China Re: Consent Letter Dear Sirs: In order to realize the purposes of the parties under the above agreements, Mecox Lane Limited and its affiliates established Shanghai Rampage Shopping Co., Ltd. (“Shanghai Rampage”) in China in 2008, and Mecox Lane Limited] [QUITY INANCING GREEMENT E AGREEMENT Company Optionee Zhao HEREAS W A. On December 29, 2006, Optionee was duly granted by the Company an option to purchase up to 3,849,261 shares of the Ordinary Share of the Company, which option has fully vested. B. Option Shares The entire option was duly exercised by Optionee on 22, April, 2008 and 3,849,261 shares] [LOAN AGREEMENT among Column A Borrower (“ and SHANGHAI MECOX LANE INFORMATION TECHNOLOGY CO., LTD. (“ and Mai Wang Trading (Shanghai) Co., Ltd. Lender Column B Dated Agreement Column B China This LOAN AGREEMENT (this “ (A). Column A Borrower Column C Column D (B). Shanghai Mecox Lane Information Technology Co., Ltd. (“ML Information Technology”), a domestic limited liability company] [Promissory Note Column A Mai Wang Trading (Shanghai) Co., Ltd. Column B FOR VALUE RECEIVED, Column C Column A Column A Column A Column B Column C 2 Xu Yi RMB165,000 February, 2008 3 Zhang Bang RMB670,000 January 15, 2010 3 Pu Sijie RMB165,000 July 10, 2010 EX-10.16 20 dex1016.htm PROMISSORY NOTES] [EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A Grantor (“ and SHANGHAI MECOX LANE INFORMATION TECHNOLOGY CO., LTD. ML Information Technology (“ and MAI WANG TRADING (Shanghai) Co., Ltd. Grantee Column B Dated Agreement Column B China This EXCLUSIVE PURCHASE OPTION AGREEMENT (the “ (1) Column A Grantor Column C Column D (2) Shanghai Mecox Lane Information Technology Co., Ltd. Column] [POWER OF ATTORNEY Column A China Column B I, (1) Column C ML Information Technology ML Information Technology I am a holder of (2) ML Trading Designee I hereby irrevocably grant to (a) ML Trading or the Designee may act as my exclusive agent and attorney concerning all matters pertaining to the (b) Column D (c) 1 (3) All the] [EXCLUSIVE BUSINESS COOPERATION AGREEMENT between SHANGHAI MECOX LANE INFORMATION TECHNOLOGY CO., LTD and M18. COM NETWORK INFORMATION (SHANGHAI) CO., LTD. 1 Dated August 15, 2006 Agreement 15 China This EXCLUSIVE BUSINESS COOPERATION AGREEMENT (the “ (A) M18.com Shanghai Mecox Lane Information Technology Co., Ltd. (“ th Floor, Building B, 33 Guang Shun Road, Shanghai, China; and (B) ML Network M18.com] [EQUITY PLEDGE AGREEMENT among COLUMN A Pledgor (“ and SHANGHAI MECOX LANE INFORMATION TECHNOLOGY CO., LTD. ML Information Technology (“ 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 Information Technology Shanghai Mecox Lane Information Technology Co., Ltd.] [Column A Column B Column C Re: Tax Payables Column D Dear Column B ML Information Technology Agreements Column B Column B In connection with that certain Loan Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement entered into among Sincerely, Shanghai Mecox Lane Information Technology Co., Ltd. [seal: Shanghai Mecox Lane Information Technology Co., Ltd.] Column B Column B] [Memorandum of Understanding and Certification Mai Wang Trading (Shanghai) Co., Ltd. (“Mai Wang Trading”), Shanghai Mecox Lane Information Technology Co., Ltd. (“MecoxLane Information”), and shareholders of MecoxLane Information, Mr. Alfred Beichun Gu, Mr. Miao Li, and Mr. Yu Shen, entered into the following agreements on August 15, 2006. The agreements were re-signed on Feb Loan Agreements . Promissory Notes. Exclusive] [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 1 Agreement Column B China This LOAN AGREEMENT (this “ (A). Column A Borrower Column C Column D (B). ML Shopping Shanghai Mecox Lane Shopping Co., Ltd. (“ (C) Lender MAI WANG] [Promissory Note Column A Column B FOR VALUE RECEIVED, Column C Column A Column A 1 Column A Column B Column C 1 XU YI RMB 1,500,000 Feb 20 th , 2010 2 ZHANG BANG RMB 3,000,000 Feb 20 th , 2010 3 LIU GUISHENG RMB 500,000] [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 -1- Agreement Column B China This EXCLUSIVE PURCHASE OPTION AGREEMENT (the “ (1) Column A Grantor Column C Column D (2) Shanghai Mecox Lane Shopping Co., Ltd. ML Shopping (3)] [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 Designee I hereby irrevocably grant to Mai Wang Trading (Shanghai) Co., Ltd. (“ (a) ML Trading or the Designee may act as my exclusive agent and attorney concerning all matters pertaining to the ML Shopping] [EXCLUSIVE BUSINESS COOPERATION AGREEMENT between SHANGHAI MECOX LANE SHOPPING CO., LTD and MAI WANG TRADING (SHANGHAI) CO., LTD. Dated August 20, 2007 Agreement Shanghai China This EXCLUSIVE BUSINESS COOPERATION AGREEMENT (the “ (A) ML Shopping Shanghai Mecox Lane Shopping Co., Ltd. (“ (B) ML Network Mai Wang Trading (Shanghai) Co., Ltd. (“ Party Parties ML Shopping and ML Network are] [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 1 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). Beneficiary] [Column A Column B Column C Re: Tax Payables Column D Dear Column B ML Shopping ML Trading Agreements Column B Column B In 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) Co.,] [Memorandum of Understanding and Certification Mai Wang Trading (Shanghai) Co., Ltd. (“Mai Wang Trading”), Shanghai Mecox Lane Shopping Co., Ltd. (“MecoxLane Shopping”), and shareholders of MecoxLane Shopping, Mr. Alfred Beichun Gu, Mr. Miao Li, and Mr. Shiqin Zhao, entered into the following agreements on August 20, 2007. Summary of each of the agreements is summarized below: Loan Agreements . Promissory] [LOAN AGREEMENT among Column A Borrower (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Lender (“ Column B Dated Agreement Column B China This LOAN AGREEMENT (this “ (A). Column A Borrower Column C Column D (B). Rampage Shopping Shanghai Rampage Shopping Co., Ltd. (“ (C). Lender Rampage Trading (Shanghai) Co., Ltd. (the] [EXCLUSIVE BUSINESS COOPERATION AGREEMENT between SHANGHAI RAMPAGE SHOPPING CO., LTD and RAMPAGE TRADING (SHANGHAI) CO., LTD. Dated May 18, 2010 Agreement China This EXCLUSIVE BUSINESS COOPERATION AGREEMENT (the “ (A) Rampage Shopping Shanghai Rampage Shopping Co., Ltd. (“ (B) RAMPAGE TRADING RAMPAGE TRADING(Shanghai) Co., Ltd. (“ Party Parties Rampage Shopping and RAMPAGE TRADING are each hereinafter referred to individually as] [EQUITY PLEDGE AGREEMENT among Column A Pledgor (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Beneficiary (“ Column B 1 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) Co.,] [EXCLUSIVE PURCHASE OPTION AGREEMENT among Column A Grantor (“ and SHANGHAI RAMPAGE SHOPPING CO., LTD. (“Rampage Shopping”) and RAMPAGE TRADING (SHANGHAI) CO., LTD. Grantee (“ Column B Dated -1- Agreement Column B China This EXCLUSIVE PURCHASE OPTION AGREEMENT (the “ (1) Column A Grantor Column C Column D (2) SHANGHAI RAMPAGE SHOPPING CO., LTD. Rampage Shopping (3) RAMPAGE TRADING (SHANGHAI)] [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 Designee I hereby irrevocably grant to Rampage Trading (Shanghai) Co., Ltd. (“ (a) Rampage Trading or the Designee may act as my exclusive agent and attorney concerning all matters pertaining to the Rampage Shopping Shares,] [Column A Column B Column C Re: Tax Payables Column D Dear Column B Rampage Shopping . Agreements Column B Column B In connection with that certain Loan Agreement, Equity Pledge Agreement and Exclusive Business Cooperation Agreement entered into among Sincerely, Shanghai Rampage Shopping Co., Ltd. [seal: Shanghai Rampage Shopping Co., Ltd.] Column B Column B Column B 1 Column] [Column A [for DATED 1 st December, 2008 1. MECOX LANE LIMITED Column B 2. LICENCE TO USE TRADE MARK THIS AGREEMENT is made the 1 st day of December, 2008 BETWEEN: 1. MECOX LANE LIMITED whose registered office is situate at [ Column B 2. WHEREAS the Licensor is the proprietor of the Trade Mark (as hereinafter defined) and] [DATED 1 st January, 2009 1. MECOX LANE LIMITED Column A 2. LICENCE TO USE TRADE MARK 1 THIS AGREEMENT is made the 1 st day of January, 2009 BETWEEN: 1. MECOX LANE LIMITED (the “Licensor”); and 2. Column A WHEREAS the Licensor is the proprietor of the Trade Mark (as hereinafter defined) and is prepared to grant the Licensee] [Supplemental Agreement Party A (Licensor): Mecox Lane Limited Column A Party B (Licensee): Column B Column C Column D Whereas, Party A and Party B have executed an agreement of “LICENCE TO USE TRADE MARK” (hereinafter the “Original Agreement”) on 1. Both parties agree to delete Article 12.3 of the original agreement, which provides for the following: “This Agreement shall] [October 14, 2007 1. Yili Wu 2. Shanghai Mecox Lane Information Technology Co., Ltd. Trademark License Agreement 1 THIS AGREEMENT is made on October 14, 2007 BETWEEN: 1. Yili Wu (the “Licensor”); and 2. Shanghai Mecox Lane Information Technology Co., Ltd. (the “Licensee”). WHEREAS the Licensor is the proprietor of the Trade Mark (as hereinafter defined) and is prepared to] [Network Advertisement Distributing Contract 1. Column A For the purpose of promotion of its products or services, Party A agrees to launch the advertisement on the media related to 2. The Advertising Service Terms are integrate part of this Contract and have the same legal effect as this Contract. 3. This Contract shall come into effect upon the execution of] [Lease Contract The Lessor (hereinafter “Party A”): Shanghai Jiang Chang Cloth Arts and Crafts Co., Ltd. Address: 420 Shu Lin Road, Eastern New Park, Song Jiang Industrial Area, Shanghai The Lessee (hereinafter “Party B”): Shanghai Mecox Lane International Mailorder Co., Ltd. Address: 2 Floor, 889 Yishan Road, Shanghai In accordance with the “Contract Law of the People’s Republic of China”] [Shanghai House Lease Contract Pre-lease of Commodity House (Contract No. ) Parties of this Contract: Lessor (Party A): Shanghai Liming Auxiliary Co., Ltd. Lessee (Party B): Shanghai Mecox Lane Information Technology Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China” and the “Regulations of the Shanghai Municipality on Building Leasing” (hereinafter the “Regulations”), Party A] [Shanghai Jiang Chang Cloth Arts and Crafts Co., Ltd. and Shanghai Mecox Lane International Mailoder Co., Ltd. Building Extension and Lease Agreement about Premises of 420 Shulin Road Xinqiao Town February 28, 2008 Content Article 1 Prerequisite 3 Article 2 The Scale and Standard of the Premises 4 Article 3 Time to Hand Over the Premises 5 Article 4 Lease] [Shanghai House Lease Contract Lessor: Shanghai Liming Auxiliary Co., Ltd. Lessee: Shanghai Mecox Lane Information Technology Co., Ltd. December 18, 2008 Shanghai Shanghai House Lease Contract (Contract No. ) Parties of this Contract: Lessor (Party A): Shanghai Liming Auxiliary Co., Ltd. Lessee (Party B): Shanghai Mecox Lane Information Technology Co., Ltd. In accordance with the “Contract Law of the People’s] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Shanghai New Cogi Cosmetic Co., Ltd. Lessee (Party B): Shanghai Mecox Lane Information Technology Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through consultations and entered into this] [Normal Building of Shanghai Chinalong Industrial Town Lease Contract Column A This contract is made by and between: Party A: Shanghai Chinalong Industrial Development Co., Ltd. Legal Address: 889 Yishan Road, Shanghai, China Tel: 64854680 64850557 Fax: 64854980 Business License: Party B: Shanghai Mecox Lane Information Technology Co., Ltd. Legal Address: Tel: Fax: Business License: Whereas, Party A has entered] [House Lease Contract This lease contract (hereinafter this “Contract”) is made by and between the following two parties in Shanghai, the People’s Republic of China (hereinafter “China”): Lessor (Party A): Shanghai Caohejing High-Tech Park Development Co., Ltd. Address: 900 Yishan Road, Shanghai, China Legal Representative: Qingzhou Chen Tel: 86-21-64850000 Fax: 86-21-64851906 Business License: 3101121021072 Column A Lessee (Party B): Column] [Lease Contract Party A: Shanghai Hexiang Information Technology Co., Ltd. (hereinafter “Party A”) Legal Representative: Jian Zhou Address: 188 Mingnan Road, Industry Park of Zhongshan Street, Songjiang District Tel: 13601722652 Party B: Shanghai Mecox Lane International Mailorder Co., Ltd. (hereinafter “Party B”) Address: 22th Floor, Building 20, 487 Tianlin Road, Shanghai Legal Representative: Alfred Beichun Gu Tel: 64950500 In accordance] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Beijing Bailiwei Technology Development Co., Ltd. Lessee (Party B): Shanghai Mecox Lane International Mailorder Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through consultations and entered into this] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Shijidazhi Real Estate Consulting Service Department of Fanyu District of Guangzhou Lessee (Party B): Shanghai Mecox Lane International Mailorder Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached unanimity through] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Chengdu Da Ji Long Teng Freight Co., Ltd. Lessee (Party B): Shanghai Mecox Lane International Mailorder Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached agreement through consultations and entered] [LEASE CONTRACT Parties of this Contract: Lessor (Party A): Beijing Bailiwei Technology Development Co., Ltd. Lessee (Party B): Shanghai Mecox Lane International Mailorder Co., Ltd. In accordance with the “Contract Law of the People’s Republic of China,” Party A and Party B, on the basis of equality, voluntariness, fairness and integrity, have reached agreement through consultations and entered into this] [List of Subsidiaries of Mecox Lane Limited Beneficially Owned Subsidiaries Name of Company Jurisdiction of Incorporation Percentage of 1. eMecoxLane Co., Ltd. Cayman Islands 100 % 2. Rampage China Limited Cayman Islands 80 % 3. Rampage China (Hong Kong) Limited Hong Kong 80 % 4. Mecox Lane (Hong Kong) Limited Hong Kong 100 % 5. eMecoxLane (Hong Kong) Co., Limited] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated September 21, 2010, relating to the financial statements and financial statement schedule of Mecox Lane Limited, appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the] [May 10, 2010 Mecox Lane Limited CONSENT OF FROST & SULLIVAN Frost & Sullivan [seal: Frost & Sullivan (Beijing). Inc. Shanghai Branch Co.] EX-23.5 60 dex235.htm CONSENT OF FROST & SULLIVAN] [[Letterhead of iResearch] May 7, 2010 To: Mecox Lane Limited 22nd Floor, Gems Tower, Building 20 No. 487, Tianlin Road Shanghai 200233, China Attention: Mr. Paul Bang Zhang Dear Mr. Zhang: iResearch Consulting Group Alice Wen EX-23.6 61 dex236.htm CONSENT OF IRESEARCH CONSULTING GROUP] [September , 2010 Mecox Lane Limited 22nd Floor, Gems Tower, Building 20 No. 487, Tianlin Road Shanghai 200233 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.7 62 dex237.htm CONSENT OF ANTHONY KAI YIU LO, AN INDEPENDENT DIRECTOR APPOINTEE] [September 21, 2010 Mecox Lane Limited 22nd Floor, Gems Tower, Building 20 No. 487, Tianlin Road Shanghai 200233 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.8 63 dex238.htm CONSENT OF DAVID JIAN SUN, AN INDEPENDENT DIRECTOR APPOINTEE] [Code Code of Business Conduct and Ethics INTRODUCTION Purpose Company This Code contains general guidelines for conducting the business of Mecox Lane Limited and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “ Company employees employees principal financial officers This Code applies to all of the directors, officers and employees of the Company. We] [October 6, 2010 Mecox Lane Limited 22 nd Floor, Gems Tower, Building 20 No.487, Tianlin Road Shanghai 200233 People’s Republic of China Ladies and Gentlemen: PRC ADSs Ordinary Shares Company Offering Listing Transaction We are qualified lawyers of the People’s Republic of China (the “ Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them]