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

For the month of September, 2015

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.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 31, 2015, Zuoan Fashion Limited (the “Company”) (NYSE: ZA) was notified by the New York Stock Exchange (“NYSE”) that the staff of NYSE Regulation, Inc. (“NYSE Regulation”) has determined to commence proceedings to delist the American Depository Shares (each representing sixteen ordinary shares) of the Company. Trading of the Company’s American Depository Shares on the NYSE was suspended immediately.

NYSE Regulation reached its decision to delist the American Depositary Shares pursuant to Section 802.01B of the NYSE’s Listed Company Manual because the Company has fallen below the NYSE’s continued listing standard requiring listed companies to maintain an average global market capitalization over a consecutive 30 trading day period of at least $15,000,000.

The Company has a right to a review of this determination by a Committee of the Board of Directors of NYSE Regulation. The NYSE will apply to the Securities and Exchange Commission to delist the American Depositary Shares upon completion of all applicable procedures, including any appeal by the Company of the NYSE Regulation staff’s decision.

This delisting and transition to the over-the-counter markets will not change the Company’s obligation to file periodic and certain other reports with the Securities and Exchange Commission under applicable federal securities laws. The Company cautions the reader to read this Form 6-K in its entirety and refer to the Company’s press releases and reports filed with the Securities and Exchange Commission, including the risks and uncertainties discussed therein, before making any investment decision.

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: September 3, 2015	By:	/s/ James Jinshan Hong
	Name:	James Jinshan Hong
	Title:	Chairman and Chief Executive Officer and Acting Chief Financial Officer

ZUOAN FASHION LTD 6-K