SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Zuoan Fashion Limited
(Name of Issuer)
Ordinary Shares, par value $0.00025 per ordinary share
(Title of Class of Securities)
98982X103
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| o | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | Name of Reporting Person Fame Brilliant Group Limited |
| 2 | Check the Appropriate Box if a Member of a Group (a) o (b) o |
| 3 | SEC Use Only |
| 4 | Citizenship or Place of Organization British Virgin Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 60,069,947 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power 60,069,947 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,177,173 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | o |
| 11 | Percent of Class Represented by Amount in Row 9 54.0% |
| 12 | Type of Reporting Person CO |
| 1 | Name of Reporting Person Siu Fong Or |
| 2 | Check the Appropriate Box if a Member of a Group (a) o (b) o |
| 3 | SEC Use Only |
| 4 | Citizenship or Place of Organization Hong Kong |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 60,069,947 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power 60,069,947 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 60,069,947 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | o |
| 11 | Percent of Class Represented by Amount in Row 9 54.0% |
| 12 | Type of Reporting Person IN |
| 1 | Name of Reporting Person James Jinshan Hong |
| 2 | Check the Appropriate Box if a Member of a Group (a) o (b) o |
| 3 | SEC Use Only |
| 4 | Citizenship or Place of Organization Hong Kong |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 60,069,947 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power 60,069,947 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 60,069,947 |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | o |
| 11 | Percent of Class Represented by Amount in Row 9 54.0% |
| 12 | Type of Reporting Person IN |
| ITEM 1(a). | Name of Issuer |
Zuoan Fashion Limited (the “Issuer”)
| ITEM 1(b). | Address of Issuer’s Principal Executive Offices |
| Building 1, Lane 618 |
| Dingyuan Road, Songjiang District |
| Shanghai 201616 |
| People’s Republic of China |
| ITEM 2(a). | Names of Persons Filing |
| This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “SEC”) under the Act: (i) Fame Brilliant Group Limited, a British Virgin Islands company (“Fame Brilliant”), (ii) Ms. Siu Fong Or, Mr. James Jinshan Hong’s wife (“Ms. Or”), and (iii) Mr. James Jinshan Hong (“Mr. Hong”). |
| ITEM 2(b). | Address of Principal Business Office or, if none, Residence |
| The address of principal business office of Fame Brilliant is Suite A, 5/7, Centre Mark II, 305-313 Queen's Road Central, Hong Kong. The principal business address of Ms. Or and Mr. Hong is Building 1, Lane 618, Dingyuan Road, Songjiang District, Shanghai 201616, People’s Republic of China. |
| ITEM 2(c). | Citizenship |
| Fame Brilliant is a British Virgin Islands company. Both Ms. Or and Mr. Hong are Hong Kong citizens. |
| ITEM 2(d). | Title of Class of Securities |
| Ordinary Shares |
| ITEM 2(e). | CUSIP Number |
98982X103
| ITEM 3. | Statement filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c) |
| Not applicable |
| ITEM 4. | Ownership |
| The following table sets forth the beneficial ownership of the Ordinary Shares by the persons filing this statement as of December 31, 2013. The percentage amounts are based on 111,276,113 Ordinary Shares outstanding as of December 31, 2013. |
Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition of | Shared power to dispose or to direct the disposition of | ||||||
| Fame Brilliant | 60,069,947 | 54.0% | — | 60,069,947 | — | 60,069,947 | ||||||
| Ms. Or | 60,069,947 | 54.0% | — | 60,069,947 | — | 60,069,947 | ||||||
| Mr. Hong | 60,069,947 | 54.0% | — | 60,069,947 | — | 60,069,947 | ||||||
Fame Brilliant is the record holder of 60,069,947 Ordinary Shares. Fame Brilliant is wholly owned by Ms. Or, Mr. Hong’s wife. Accordingly, pursuant to Rule 13d-3 under the Act, Ms. Or and Mr. Hong may each be deemed to be the beneficial owner of 60,069,947 Ordinary Shares and to have shared power to vote or dispose of, or direct the vote or disposition of, 61,177,173 Ordinary Shares with Fame Brilliant. Mr. Hong disclaims beneficial ownership of the Ordinary Shares held by Fame Brilliant and Ms. Or. |
| ITEM 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: o |
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable |
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not applicable |
| ITEM 8. | Identification and Classification of Members of the Group |
| Not applicable |
| ITEM 9. | Notice of Dissolution of Group |
| Not applicable |
| ITEM 10. | Certifications |
| Not applicable |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2014
| FAME BRILLIANT GROUP LIMITED | |||
| By: | /s/ Siu Fong Or | ||
| Name: | Siu Fong Or | ||
| Title: | Director | ||
| /s/ Siu Fong Or | |||
| Name: | Siu Fong Or | ||
| /s/ James Jinshan Hong | |||
| Name: | James Jinshan Hong | ||