UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

~~THE~~For ~~SECURITIES~~the ~~EXCHANGE~~month ~~ACT~~of OFNovember, ~~1934~~2014

For the month of October, 2014

Commission File Number: 001-35031

Zuoan Fashion Limited

(Exact name of registrant as specified in its charter)

Building 1, Lane 618,

Dingyuan Road, Songjiang District,

Shanghai 201616, China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F £

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

~~Zuoan~~Table ~~Fashion~~of ~~Limited~~Contents

TABLE OF CONTENTS

Item		Description

1		Press Release

2		Notice of Annual General Meeting of Shareholders

3		Proxy Statement

4		Proxy Form

Item 1 Press release

Item 1

Zuoan Fashion Limited Announces Date of Annual General Meeting of Shareholders and Comments on Recent Stock Activity

~~Second~~Shanghai, ~~Quarter~~China, November 7, 2014 ~~Financial~~– ~~Results~~Zuoan Fashion Limited (NYSE: ZA) (“Zuoan” or the “Company”), a leading design-driven fashion casual menswear company in China, today announced that it will hold its annual general meeting of shareholders on December 22, 2014 at 2:00 p.m., local time, at Zuoan Fashion Limited Conference room, Building 1, Lane 618, Dingyuan Road, Songjiang District, Shanghai 201616, China. The shareholder record date is November 17, 2014.

~At ~~Meets~~the ~~Second~~meeting, ~~Quarter~~shareholders ~~Revenue~~will be asked to re-elect Mr. Chaoshen Wang and ~~Gross~~Mr. ~~Margin~~Tianzhen ~~Guidance~~Hong ~to the Company’s Board of Directors, ratify the appointment of GHP Horwath, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014, and transact any such other business that may properly come before the meeting.

~Also ~~Beats~~today, ~~2Q13~~the ~~Net~~Company ~~Income~~announced ~~and~~that ~~EPS~~while ~~Guidance~~it ~does not comment on market activity or market rumors, in view of the recent market activity in its common stock, the Company states that it is not aware of any material corporate developments that could account for any unusual trading activity. Management reiterates that the fundamentals of the Company’s business have not changed.

~“We continue to execute our operational strategy as addressed on our 2Q14 earnings call and strengthen our financial performance over time. Further, we are actively monitoring the stock price performance,”commented James Hong, Founder, Chairman and Chief Executive Officer of Zuoan.

~~Shanghai~~Additionally, ~~China,~~Zuoan ~~October~~has 9filed its 2013 annual report on Form 20-F, ~~2014~~including –its ~~Zuoan~~audited ~~Fashion~~financial ~~Limited~~statements ~~(NYSE:~~for ~~ZA)~~the ~~(“Zuoan”~~fiscal oryear ended December 31, 2013, with the U.S. Securities and Exchange Commission (the “~~Company~~SEC”) on April 30, a2014. ~~leading~~Zuoan’s ~~design~~Form 20-~~driven~~F ~~fashion~~can ~~casual~~be ~~menswear~~accessed ~~company~~on inthe ~~China,~~Investor ~~today~~Relations ~~announced~~section ~~its~~of ~~financial~~the ~~results~~Company’s ~~for~~website at http://zuoancn.investorroom.com as well as on the ~~second~~SEC’s ~~quarter~~website ~~ended~~at ~~June~~http://www.sec.gov. 30The notice of the annual general meeting of shareholders and the proxy statement relating to the meeting are available on the Company’s website at http://zuoancn.investorroom.com. Zuoan will provide a hard copy of the 2013 Annual Report containing its audited consolidated financial statements, ~~2014~~free of charge, to its shareholders and ADS holders upon request.

Second Quarter 2014 Financial Highlights

· Revenues in the second quarter of 2014 were RMB245.7 million ($39.6 million), a decrease of 22.6% from RMB317.6 million in the same quarter of 2013.

· Gross profit in the second quarter decreased 47.4% year over year to RMB73.8 million ($11.9 million) from RMB140.1 million in the same quarter of 2013.

· Gross margin was 30.0% compared with 44.1% in the prior year period and 39.9% in the first quarter of 2014.

· Net loss was RMB2.3 million ($372,000) compared with net income of RMB67.6 million in the same quarter of 2013.

· Diluted loss per ordinary share was RMB0.02 ($0.003) in the second quarter, equivalent to RMB0.08 ($0.01) per ADS, compared to diluted earnings per ordinary share of RMB0.61 ($0.10) or RMB2.43 ($0.39) per ADS in the second quarter of 2013.

James Hong, Founder, Chairman and Chief Executive Officer, commented, “As general economic conditions remain weak, our target customers continued their cautious spending patterns resulting in higher inventories at the distributor and sub-distributor levels. We continued to decrease our wholesale prices and retail prices as well. We also increased our advertising and store renovation costs to reinforce our brand image and market share. Together, these efforts negatively impacted our revenue and profit margin in the quarter, however, we believe such adjustments will help ensure our long term growth and will benefit Zuoan as market conditions improve.”

“Looking to the second half of 2014, we will adhere to our strategy of improving product design and quality, prudently invest in store renovation and advertising initiatives, and reduce our inventory at the store level and through our online initiatives. These actions are expected to strengthen our customer base and drive higher sales and profits over time,” concluded Mr. Hong.

Second Quarter 2014 Financial Performance

Revenue for the second quarter of 2014 was RMB245.7 million ($39.6 million), representing a decrease of 22.6% from RMB317.6 million in the same quarter of 2013. The decrease was primarily driven by lower wholesale prices offered to the Company’s distributors as well as reduced pricing at the retail level due to a slower economic environment in China. During the quarter, distributor sales decreased by 22.1% to RMB243.7 million from RMB312.8 million in the same quarter of 2013. Second quarter 2014 self-operated direct store sales were RMB2.0 million, compared to RMB4.7 million in the same quarter of 2013. A net total of 161 distributor and sub-distributor stores and one self-operated direct store were closed in the second quarter of

2014, resulting in a total of 925 store locations as of June 30, 2014 compared to 1,383 store locations in the same period of the prior year.

Cost of sales decreased by 3.1% to RMB171.9 million ($27.7 million) in the second quarter of 2014 from RMB177.4 million in the same quarter of 2013, primarily due to the slightly lower sales volume. As a percentage of revenues, cost of sales increased to 70.0% in the second quarter of 2014 from 55.9% in the same quarter of 2013.

Gross profit decreased by 47.4% to RMB73.8 million ($11.9 million) from RMB140.1 million in the second quarter of 2013. Second quarter 2014 gross margin was 30.0% compared with 44.1% in the same quarter of 2013. The decrease in gross margin was primarily due to lower wholesale pricing from 35% to 33% offered to the Company’s distributors as well as decreased pricing at the retail level. Gross margin at the Company’s direct stores and distributor stores were 41.9% and 29.9%, respectively.

Selling and distribution expenses in the second quarter were RMB59.6 million ($9.6 million), or 24.3% of revenue, compared to RMB31.1 million, or 9.8% of revenue in the same quarter of 2013. The percentage increase was primarily due to advertising expenses incurred for the marketing activities and sales promotions in the second quarter of 2014 as well as an increase in renovation costs.

Administrative expenses in the second quarter were RMB14.1 million ($2.3 million), or 5.8% of revenue, compared with RMB15.3 million, 4.8% of revenue in the same quarter of 2013.

Effective tax rate in the second quarter was 10.9% compared to 26.0% in the same quarter of 2013. The lower effective tax rate stems from an operating loss from the investment holding companies and SH Mingfu, one of the Company’s PRC subsidiaries.

Net loss for the second quarter was RMB2.3 million ($372,000) compared to RMB67.6 million in the same quarter of 2013.

Diluted loss per ordinary share were RMB0.02 ($0.003) in the second quarter of 2014, equivalent to RMB0.08 ($0.01) per ADS, compared to diluted earnings per ordinary share RMB0.61 ($0.10) or RMB2.43 ($0.39) per ADS in the second quarter of 2013. The Company’s diluted number of shares outstanding was 111.3 million in the second quarter ended June 30, 2014.

As of June 30, 2014, the Company had cash, cash equivalents of RMB1,364.7 million ($220.0 million), compared to RMB1,227.4 million as of December 31, 2013. Net cash provided by operating activities was RMB181.9 million ($29.3 million) in the six months ended June 30, 2014, compared to RMB278.3 million in the prior year period.

Outlet Type:	2Q2013	2Q2014
Direct Stores	8	5
Distributor and Sub-distributor Stores	1,312	866
Distributor-Operated Flagship Stores	63	54
Total:	1,383	925

Financial Outlook

For the third quarter of 2014, the Company currently anticipates revenue in the range of RMB290-RMB310 million ($46.7-$50.0 million), gross margin of approximately 28-30%, net loss of approximately RMB11.7-RMB12.3 million ($1.9-$2.0 million) and basic and fully diluted loss per share of approximately RMB0.11 ($0.02) - RMB0.11 ($0.02), equivalent to RMB0.42 ($0.07) - RMB0.44 ($0.07) per ADS.

Conference Call Information

Zuoan’s management will host an earnings conference call on October 9, 2014 at 8:30 a.m. U.S. Eastern Time. Listeners may access the call by dialing # 1-719-325-2469. A webcast will also be available via http://public.viavid.com/index.php?id=111216. A replay of the call will be available through October 16, 2014. Listeners may access the replay by dialing #1-858-384-5517, access code: 6575501.

Exchange Rate

This announcement contains translations of certain Renminbi amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from Renminbi to U.S. dollars were made at the exchange rate of RMB 6.2036 to US$1.00, as set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2014.

About Zuoan Fashion Limited

Zuoan Fashion Limited is a leading design-driven fashion casual menswear company in China, and is ~~head-quartered~~headquartered in Shanghai. Zuoan offers a wide range of products, including men’s casual apparel, footwear and lifestyle accessories, primarily targeting urban males between the ages of 20 and 40 who prefer stylish clothing that represents a sophisticated lifestyle. Through extensive networks of distributors and retail stores, Zuoan sells its products in ~~925~~31 ~~stores~~of ~~located~~China’s in32 ~~China~~provinces asand municipalities. As of June 30, 2014, Zuoan had 925 stores located in China.

Safe Harbor

This news release may contain forward-looking information about Zuoan Fashion Limited, which is covered under the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward- looking terminology such as believe, expect, may, will, should, project, plan, seek, intend, or anticipate or the negative thereof or comparable terminology, and include discussions of strategy, and statements about industry trends and Zuoan Fashion Limited's future performance, operations, and products.

Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Actual performance results may vary significantly from expectations and projections. Further information regarding this and other risk factors are contained in Zuoan’s public filings with the U.S. Securities and Exchange Commission.

All information provided in this news release and in any attachments is as of the date of the release, and the companies do not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.

Contact Information

John Low

Email: john.low@zuoancn.com

ICR, LLC

William Zima

Phone: +86-10-6583-7511

Zuoan Investor Relations Department

USU.S.: +1-646-308-1614

Item 2

ZUOAN FASHION LIMITED

~~UNAUDITED~~NOTICE ~~CONDENSED~~OF ~~CONSOLIDATED~~ANNUAL ~~STATEMENTS~~GENERAL MEETING OF ~~INCOME~~SHAREHOLDERS

	Three months period ended June 30									Six months period ended June 30
	2013			2014			2014			2013			2014			2014
	RMB			RMB			US$			RMB			RMB			US$
(in thousands)
Revenues		317,555			245,665			39,600			613,809			434,844			70,095
Cost of goods sold		(177,414	)		(171,886	)		(27,707	)		(338,216	)		(285,547	)		(46,029	)
Gross profit		140,141			73,799			11,893			275,593			149,297			24,066
Other income		1,118			1,553			250			3,006			2,983			481
Selling and distribution expenses		(31,099	)		(59,635	)		(9,613	)		(57,562	)		(84,265	)		(13,583	)
Administrative expenses		(15,328	)		(14,149	)		(2,281	)		(25,637	)		(26,505	)		(4,273	)
Finance costs		(3,477	)		(3,628	)		(585	)		(5,418	)		(5,884	)		(948	)
Profit/(Loss) before taxation		91,355			(2,080	)		(335	)		189,982			35,626			5,743
Income tax expense		(23,718	)		(226	)		(36	)		(48,540	)		(10,032	)		(1,617	)
Profit/(Loss) after taxation		67,637			(2,306	)		(372	)		141,442			25,594			4,126
Other comprehensive (loss)/profit:
Foreign exchange difference arising from translation of foreign currency financial statements		(1,480	)		116			19			(2,338	)		921			148
Total comprehensive income/(loss) for the periods		66,157			(2,190	)		(353	)		139,104			26,515			4,274
Earnings/(Loss) per share (RMB):
Basic earnings/(loss) per share		0.61			(0.02	)		(0.003	)		1.27			0.23			0.04
Diluted earnings/(loss) per share		0.61			(0.02	)		(0.003	)		1.27			0.23			0.04
Weighted average basic no. of shares (‘000)		111,276			111,276						111,276			111,276
Weighted average diluted no. of shares (‘000)		111,276			111,276						111,276			111,276

TO BE HELD ON DECEMBER 22, 2014

NOTICE IS HEREBY GIVEN THAT Zuoan Fashion Limited, a Cayman Islands company (the “Company”), will hold its annual general meeting of shareholders (the “Meeting”) on December 22, 2014, at 2 p.m., local time, at Zuoan Fashion Limited Conference room, Building 1, Lane 618, Dingyuan Road, Songjiang District, Shanghai 201616, China, for the following purposes:

To re-elect Chaoshen Wang as a director of the Company;

To re-elect Tianzhen Hong as a director of the Company;

To ratify the appointment of GHP Horwath, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2014; and

To transact any such other business that may properly come before the Meeting.

You can find more information about each of these items, including the nominees for directors, in the accompanying proxy statement. Only shareholders registered in the register of members of the Company at the close of business on November 17, 2014 (the “Record Date”) are entitled to vote at the Meeting or any adjournment that may take place. Pursuant to the Amended and Restated Articles of Association of the Company, on a poll, every shareholder present in person or by proxy shall be entitled to one vote in respect of each ordinary share held by such shareholder on the Record Date.

We cordially invite all shareholders to attend the Meeting in person. However, a shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of such shareholder. Whether or not you plan to attend, you can ensure that your ordinary shares are represented at the Meeting by promptly completing, signing, dating and returning the accompanying proxy form. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

Our proxy statement and 2013 annual report are available online at http://zuoancn.investorroom.com. You may request a hard copy of the 2013 audited financial statements free of charge by contacting the Investor Relations department of the Company, attention to John Low, at john.low@zuoancn.com or to ICR LLC, attention to Bill Zima, at bill.zima@icrinc.com.

By order of the Board of Directors



James Jinshan Hong Chairman and Chief Executive Officer

November 16, 2014

Item 3

ZUOAN FASHION LIMITED

~~UNAUDITED~~PROXY ~~CONDENSED CONSOLIDATED BALANCE SHEET~~STATEMENT

	As of December 31		As of June 30
(in thousands)	2013		2014		2014
ASSETS	RMB		RMB		US$
Non-current assets
Property, plant and equipment		17,377		10,870		1,752
Current assets
Inventories		24,629		30,071		4,847
Trade and other receivables		450,983		333,664		53,786
Prepayments		94		-		-
Fixed deposits – pledged		41,800		45,800		7,383
Cash and cash equivalents		1,227,402		1,364,664		219,979
		1,744,908		1,774,199		285,995
Total assets		1,762,285		1,785,069		287,747
EQUITY AND LIABILITIES
Share capital		185		185		30
Share premium		426,165		426,165		68,696
Reserves		49,165		50,385		8,122
Retained profits		1,007,517		998,482		160,953
Total equity		1,483,032		1,475,217		237,800
LIABILITIES
Current liabilities
Trade and other payables		124,398		173,623		27,987
Interest-bearing bank borrowings		149,550		135,610		21,860
Income tax payable		5,305		619		100
Total liabilities		279,253		309,852		49,947
Total equity and liabilities		1,762,285		1,785,069		287,747

FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 22, 2014

The Board of Directors of Zuoan Fashion Limited (the “Company”) is soliciting proxies for the annual general meeting of shareholders (the “Meeting”) to be held on December 22, 2014, at 2 p.m., local time, or at any adjournment or postponement thereof. The Meeting will be held at Zuoan Fashion Limited Conference room, Building 1, Lane 618, Dingyuan Road, Songjiang District, Shanghai 201616, China.

Shareholders of record at the close of business on November 17, 2014 (the “Record Date”) are entitled to vote at the Meeting or any adjournment thereof. Two shareholders entitled to vote and present in person or by proxy that represent not less than one-third of the total issued voting shares in the Company throughout the Meeting shall form a quorum for all purposes.

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of such shareholder. A proxy need not be a shareholder of the Company. Pursuant to the Amended and Restated Articles of Association of the Company, on a poll, every shareholder present in person or by proxy shall be entitled to one vote in respect of each ordinary share held by such shareholder on the Record Date.

Voting by Holders of Ordinary Shares

For holders of the Company’s ordinary shares, you may vote by either attending the Meeting in person or by submitting the accompanying proxy form as instructed therein. If you submit a proxy without giving specific voting instructions, the ordinary shares will be counted toward a quorum but will not be counted for any purpose in determining whether the relevant proposal is approved. Abstentions by holders of ordinary shares are included in the determination of the number of ordinary shares present and voting with respect to a proposal but are not counted as votes for or against such proposal.

Voting by Holders of American Depositary Shares

Deutsche Bank Trust Company Americas, as depositary of the American depositary shares (the “ADSs”), has advised the Company that it intends to mail to all holders of ADSs the Company’s notice of annual general meeting, the depositary’s notice of annual general meeting and an ADR voting instruction card. Upon the receipt of a completed and signed ADR voting instruction card as instructed therein, Deutsche Bank Trust Company Americas will endeavor, to the extent practicable, to vote or cause to be voted the number of ordinary shares represented by the ADSs of the holder, evidenced by American depositary receipts related to those ADSs, in accordance with the instructions set forth in such card. Nonetheless, if an ADR voting instruction card is signed but is missing voting instructions or if an ADR voting instruction card is not received in a timely manner, Deutsche Bank Trust Company Americas will deem the holder of the ADSs to have instructed it to give a discretionary proxy to a person designated by the Company with respect to the ordinary shares represented by such ADSs. Deutsche Bank Trust Company Americas has advised the Company that it will not vote or attempt to exercise the right to vote other than in accordance with the instructions or deemed instructions of holders of ADSs.

As the holder of record of all the ordinary shares represented by the ADSs, only Deutsche Bank Trust Company Americas may vote those ordinary shares at the Meeting. Holders of ADSs may attend, but may not vote at, the Meeting.

Deutsche Bank Trust Company Americas and its agents have advised the Company that they are not responsible if they fail to carry out your voting instructions or for the manner in which they carry out your voting instructions. This means that you may not be able to exercise your right to vote and you may have no recourse if the ordinary shares underlying your ADSs are not voted as you requested.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or a duly executed proxy bearing a later date or, if you hold ordinary shares, by attending the Meeting and voting in person. A written notice of revocation must be delivered to the attention of Zuoan Fashion Limited, if you hold ordinary shares, or to Deutsche Bank Trust Company Americas, if you hold ADSs representing the ordinary shares.

Matters to Be Voted on

The following matters will be voted on at the Meeting:

To re-elect Chaoshen Wang as a director of the Company;

To re-elect Tianzhen Hong as a director of the Company;

To ratify the appointment of GHP Horwath, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2014; and

To transact any such other business that may properly come before the Meeting.

PROPOSALS 1 AND 2

RE-ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of seven members. Pursuant to Article 87 of the Amended and Restated Articles of Association, at each annual general meeting, one-third of the directors for the time being shall retire from office by rotation, provided that the Chairman of the Board of Directors and any managing director of the Company are not subject to retirement by rotation or taken into account in determining the number of directors to retire. Any retiring director is eligible for re-election.

At the Meeting for 2014, Chaoshen Wang and Tianzhen Hong will retire in accordance with the provisions of Article 87 of the Amended and Restated Articles of Association. Both Mr. Wang and Mr. Hong are nominated by the Board of Directors for re-election. Each director to be re-elected will hold office for a three-year term (assuming the size of the Board of Directors remains unchanged) and until his successor is elected or appointed or his office is otherwise vacated.

Chaoshen Wang is a director and the chief operating officer of our company. Mr. Wang joined our company in 2002. Prior to joining us, Mr. Wang served as the chief marketing officer of Judger Group Co., Ltd. from 1999 to 2002. He also served as the chief marketing officer at Baoxiniao Group from 1996 to 1999. He was a business manager at Shandong Xianxia Clothing Co., Ltd. from 1993 to 1996. From 1986 to 1992, he worked in various roles ranging from technician to deputy manager at Shandong Longkou Clothing General Factory.

Tianzhen Hong has served as a director and vice general manager of our company since 2008. Prior to joining us, Mr. Hong served as procurement manager of Shishi Lianyi Cloth Trading Co., Ltd. from 2002 to 2007. Mr. Tianzhen Hong and Mr. James Hong are brothers.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF PROPOSALS 1 AND 2,

THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

PROPOSAL 3

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Company’s audit committee recommends, and the Board of Directors concurs, that GHP Horwath, P.C. be appointed as the Company’s independent registered public accounting firm for the year ending December 31, 2014. GHP Horwath, P.C. has served as the Company’s independent registered public accounting firm since 2010.

In the event that our shareholders fail to vote in favor of the appointment, our audit committee will reconsider its selection. Even if the appointment is ratified, our audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of the Company and its shareholders.

The affirmative vote of a simple majority of the votes cast in person or by proxy at the Meeting will be required to approve this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 3,

THE APPOINTMENT OF GHP HORWATH, P.C. AS THE COMPANY’S INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014.

OTHER MATTERS

The Board of Directors knows of no other matters to be submitted to the shareholders at the Meeting. If any other matters properly come before the Meeting or any adjournment thereof, the persons appointed as proxies will vote the shares they represent on such matters in accordance with their judgment as permitted.

By order of the Board of Directors



James Jinshan Hong Chairman and Chief Executive Officer

November 16, 2014

Item 4

ZUOAN FASHION LIMITED

~~UNAUDITED~~THIS ~~CONDENSED~~PROXY ~~CONSOLIDATED~~IS ~~STATEMENTS~~SOLICITED ON BEHALF OF ~~CASHFLOWS~~THE BOARD OF DIRECTORS FOR

	Six months period ended June 30
	2013			2014			2014
(in thousands)	RMB			RMB			US$
Cash flows from operating activities
Profit before taxation		189,982			35,626			5,743
Adjustments for :
Depreciation of property, plant and equipment		2,973			6,329			1,020
Equity-settled employees benefit expenses		908			299			48
Interest expenses on bank borrowings		5,418			5,884			948
Loss on disposal of property, plant and equipment		183			178			29
Interest income		(3,006	)		(2,983	)		(481	)
Operating profit before working capital changes		196,458			45,333			7,308
Increase in inventories		(10,697	)		(5,442	)		(877	)
Decrease in trade and other receivables		142,897			117,319			18,911
Decrease in prepayments		100			94			15
Increase in fixed deposits pledged		(9,421	)		(4,000	)		(645	)
Increase in trade and other payables		13,007			49,225			7,935
Cash generated from operations		332,344			202,529			32,647
Interest paid		(5,418	)		(5,884	)		(948	)
Income tax paid		(48,608	)		(14,718	)		(2,372	)
Net cash generated from operating activities		278,318			181,927			29,326
Cash flows from investing activities
Acquisition of property, plant and equipment		(21,879	)		-			-
Interest received		3,006			2,983			481
Net cash (used in)/generated from investing activities		(18,873	)		2,983			481
Cash flows from financing activities
Dividend paid		-			(34,629	)		(5,582	)
Bank loans obtained		143,400			93,310			15,041
Repayment of bank loans		(114,450	)		(107,250	)		(17,288	)
Net cash generated from/(used in) financing activities		28,950			(48,569	)		(7,829	)
Net increase in cash and cash equivalents		288,395			136,341			21,978
Exchange difference		(2,338	)		921			148
Cash and cash equivalents at beginning of the periods		918,451			1,227,402			197,853
Cash and cash equivalents at end of the periods		1,204,508			1,364,664			219,979

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 22, 2014

~~SIGNATURE~~The undersigned shareholder of Zuoan Fashion Limited, a Cayman Islands company (the “Company”), hereby acknowledges receipt of the notice of annual general meeting of shareholders and the proxy statement, each dated December 22, 2014, and hereby appoints the chairman of the meeting, as proxy, with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the annual general meeting of shareholders of the Company to be held on December 22, 2014, at 2 p.m., local time, at Zuoan Fashion Limited Conference room, Building 1, Lane 618, Dingyuan Road, Songjiang District, Shanghai 201616, China, or at any adjournment or postponement thereof, and to vote all ordinary shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below and (ii) in the discretion of such proxy upon such other business as may properly come before the meeting, all as set forth in the notice of the annual general meeting of shareholder and in the proxy statement furnished herewith.

This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made with respect to any of the following proposals, this proxy will not be counted for any purpose in determining whether such proposals are approved:

PROPOSAL 1:

To re-elect Chaoshen Wang as a director of the Company;

PROPOSAL 2:

To re-elect Tianzhen Hong as a director of the Company; and

PROPOSAL 3:

To ratify the appointment of GHP Horwath, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2014.

Mark, sign, date and return this proxy promptly using the accompanying envelope. This proxy must be delivered to the specified return address prior to 3 p.m., local time, on December 19, 2014 or, if the meeting is adjourned, not less than 48 hours before the meeting time of such adjourned meeting.

	Votes must be indicated x in black or blue ink
	FOR	AGAINST	ABSTAIN
Proposal 1:To re-elect Chaoshen Wang as a director of the Company	o	o	o
Proposal 2:To re-elect Tianzhen Hong as a director of the Company	o	o	o
Proposal 3:To ratify the appointment of GHP Horwath, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2014	o	o	o

This proxy must be signed by the shareholder registered in the register of members of the Company at the close of business on November 17, 2014. Joint owners should each sign. In the case of a corporation, this proxy must be signed by a duly authorized officer or attorney.

Name of shareholder:					Name of co-owner:

Signature:					Signature:

Title:					Title:

Date:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Zuoan Fashion Limited
Date: October 9, 2014	By:	/s/ JAMES JINSHAN HONG
	Name:	James Jinshan Hong
	Title:	Chairman and Chief Executive Officer

ZUOAN FASHION LIMITED


By:
	Name: James Jinshan Hong Title: Chairman and Chief Executive Officer

Date: November 16, 2014

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