English Translation of Lease Contract, dated as of August 17, 2009



 Exhibit 10.46 

English Translation 

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 Contract in respect of Party B’s leasing of the house which Party A is legally entitled to lease out. 

1. Information about the Premise 

1-1 Party A leases Party B the premises located at the west part of
17th Floor, Diamond Building, 487 Tianlin Road, Xuhui
District, Shanghai (hereinafter the “Premises”). The construction area of the Premises is 967.38 square meters. The designated usage of the Premises is complex. The type of the Premises is factory building. The structure of the Premises is
reinforce concrete. The floor plan of the Premises is attached hereto as Attachment 1. Party A has presented with Party B: 
 1) Certificate of
Ownership of the Premises. Certificate No.: H.F.D.X.Z.(2008) No.020989, 020992, 020993, 020996. 
 1-2 Being the owner of the Premises, Party A
enters into the lease relationship with Party B. Prior to the execution of this Contract, Party A has informed Party B that the Premises have not been mortgaged. 

1-3 It is listed in Attachments 2 and 3 by both parties the scope, conditions and requirements of the usage of the public or common area of the Premises,
the existing decoration, accessory facilities and equipments, and the provisions, standard and matters to be negotiated related to the decoration and facilities installed by Party B and agreed by Party A. Both parties agree that the attachments
hereto shall form the basis of the inspection when Party A hands over the Premises to Party B and when Party B returns the Premises to Party A upon the termination of this Contract. 







 2. Usage of the Lease 

2-1 Party B undertakes to Party A that the Premises shall be used only for the purpose of office and it shall comply with the national and
municipal laws and regulations in relation to the usage of houses and property management. 
 2-2 Party B undertakes not to change the usage
stipulated above without written consent of Party A and approvals of related departments according to the relevant rules and regulations. 
 3.
Date of Handing Over and Lease Term 
 3-1 Both parties agree that Party A shall hand over the Premises to Party B before August 20, 2009.
The lease term commences on August 20, 2009 and expires on August 19, 2012. Rental-free period shall commence on August 20, 2009 and expire on October 8, 2009. During the rental-free period, Party B shall bear the property
management fees. 
 3-2 Party A shall have the right to take back the Premises upon the expiration of the term of the lease, and Party B shall
return the Premises punctually. If Party B wishes to renew the lease, a written request shall be provided to Party A two months prior to the expiration of the term of the lease. Subject to Party A’s consent to the renewal, a new lease contract
shall be executed. 
 4. Rent and Method and Time of Payment 

4-1 Both parties agree that the monthly rent of the Premises is RMB85,330. (In capital: RMB EIGHTY FIVE THOUSAND AND THREE HUNDRED AND THIRTY.) The
rent shall remain unchanged during the tenancy. 
 4-2 Party B shall pay the rent after the receipt of the invoice issued by Party A. If Party B
fails to pay punctually, for every single day of delay, it shall pay a penalty to Party A at the rate of 0.3% of the monthly rent. 
 4-3 The
method of payment of the rent shall be as follows: To be pre-paid quarterly. On execution of this Contract, Party B shall pay Party A the earnest money equal to three times of the monthly rent in the amount of RMB255,990, which shall automatically
be converted to rent on expiration of the rental-free period. 







 5. Deposit and Other Fees 

5-1 Both parties agree that Party B shall pay Party A the Deposit equal to the rent of one month in an amount of RMB85,330 when Party A hands over the
Premises. 
 On receipt of the Deposit, Party A shall issue a receipt to Party B. 

By termination of the tenancy, Party A shall offset from the Deposit the fees bearable by Party B hereunder and return the remains to Party B without
interest. 
 5-2 During the tenancy, Party B shall bear the costs of water, electricity, gas, air-condition, telecom, equipments, parking and
property management relating to the use of the Premises. 
 5-3 The calculation, method of apportionment, method and time of payment of the
above fees born by Party B shall be: Party B shall pay to the related departments on receipt of a payment notice. 
 6. Requirements for Using
the Premises and Responsibility for Reparation 
 6-1 During the tenancy, in the event that Party B discovers any damage or breakdown of the
Premises and accessory facilities, it shall notify Party A promptly for reparation. Party A shall repair them within 2 days from the date of receipt of the notice. If Party A fails to repair in time, Party B may repair them at the cost of Party A.

 6-2 During the tenancy, Party B shall make a proper use of and take good care of the Premises and accessory facilities. In respect of any
damage or breakdown of the Premises or accessory facilities as a result of the improper use of Party B, Party B shall be liable for the reparation. In the event that Party B refuses to repair them, Party A may repair them instead at the cost of
Party B. 
 6-3 During the tenancy, Party A ensures that the Premises and accessory facilities are in a normal, available and safe condition.
Party A shall inform Party B 3 days prior to its inspection and maintenance of the Premises, and Party B shall render its co-operation. Party A shall minimise the impact on the use of the Premises by Party B. 

6-4 If Party B needs to decorate or install ancillary facilities in addition to those stipulated in the Attachment 3 hereto, it shall obtain the prior
written consent of Party A. If it is needs approval from the related department, Party B shall get such approval before construction. 







 7. Conditions of the Premises When Returned 

7-1 Party B shall return the Premises to Party A on the date of the expiration of the tenancy unless Party A agrees to renew the lease. If Party B fails
to return the Premises punctually without the consent of Party A, it shall pay double of the rent to Party A during the period of occupation of the Premises. 

7-2 Party B shall return the Premises in a condition consistent with the Premises having been used normally. Party A shall inspect the Premises when the
Premises are returned and the parties hereto shall settle the fees that they are respectively responsible for. 
 8. Sublet, Transfer and
Exchange 
 8-1 Party B may sublet part or the whole of the Premises to another party during the tenancy. 

9. Conditions of Termination of this Contract 

9-1 Both parties agree that neither party shall be liable to the other party if this Contract is terminated upon the occurrence of any of the following
events at any time during the term of the lease: 
 (1) The use right of the land on which the Premises are situated is early revoked according
to the law. 
 (2) The Premises are requisitioned according to the law for the public interest. 

(3) The Premises are included in the demolition permission scope for urban development according to the law. 

(4) The Premises get damaged, destroyed or are regarded as dangerous. 

(5) The Premises are to be disposed of under mortgage which Party A has informed Party B of before the leasing. 

9-2 Both parties agree that if any of the following events occurs, either party may inform the other party upon a written notice to terminate this
Contract. The defaulting party shall pay the other party a penalty as liquidated damages equal to two times of the monthly rent. If the said liquidate damages are insufficient to make up for the losses suffered by the other party, the defaulting
party shall further compensate for the balance thereof: 
 (1) Having failed to hand over the Premises punctually, Party A again fails to hand
over the same within 15 days from the date of Party B’s written demand. 







 (2) The Premises handed over by Party A fail to comply with the conditions as herein contained, which
frustrates the purpose of the lease; or the Premises are defective and endanger the safety of Party B. 
 (3) Party B changes the usage of the
Premises without written consent of Party A, which causes damage to the Premises. 
 (4) The main structure of the Premises is damaged at fault
of Party B. 
 (5) Party B sublets the Premises, transfers the leasing right of the Premises or exchanges with a third party their respective
leased premises without permission. 
 (6) Party B fails to pay the rent for 1 month. 

10. Liabilities for Breach of Contract 
 10-1 In
the event that the Premises have been defective by the time of handing over, Party A shall repair the Premises within three days from the date of handing over. If failed to repair the Premises punctually, Party A shall reduce the rent and amend the
provisions in relation to the rent. 
 10-2 Party A shall be liable to compensate Party B for its losses occasioned by Party A’s failure to
inform Party B that the Premises have been mortgaged or the transfer of the ownership of the Premises has been restricted before the leasing of the Premises. 

10-3 Party A shall be liable to compensate Party B for its property damage or personal injury occasioned by Party’s failure to perform its
obligations as contained herein related to the reparation and maintenance of the Premises during the tenancy, which causes damage to the Premises. 

10-4 In the event that Party A early terminates this Contract and take bake the Premises other than in accordance with the provisions herein contained
during the tenancy, it shall pay Party B a penalty as liquidated damages equal to twice of the rent for the days of the early termination. If the liquidated damages are not sufficient to make up for Party B’s losses, Party A shall further
compensate Party B. 
 10-5 In the event that Party B decorates the Premises or installs other ancillary facilities without written consent of
Party A or beyond the scope and requirement thereof, Party A may require Party B to recover the Premises or compensate for its losses. 
 10-6
In the event that Party B early surrenders the lease other than in accordance with the provisions herein during the tenancy, the Deposit paid by Party B shall not be returned. 







 11. Other Provisions 

11-2 This Contract shall become effective after being signed by both parties. 

11-3 If this Contract has any outstanding matter, it can be settled by supplemental provisions upon negotiations between both parties. The supplemental
provisions and attachments hereto shall be an integral part of this Contract. 
 11-4 By execution of this Contract, both parties shall be clear
of their rights, obligations and responsibilities and be willing to perform strictly in accordance with the provisions hereof. If either party breaches this Contract, the other party may claim in accordance with the provisions hereof. 

11-5 Any dispute arising from the performance of this Contract shall be settled through negotiation. If the parties fail to resolve the dispute through
negotiation, both parties agree to bring a lawsuit to the People’s Court. 
 11-6 This Contract and its attachments shall have five
originals. 







 Attachment 2 

Scope, Conditions and Requirements of the Usage of the Premises under the Contract 

 

			
	(post here)	  	(seal here at the junction)








 Attachment 3 

The existing decoration, accessory facilities and equipments, and the provisions 

related to the decoration and facilities installed by Party B and agreed by Party A 

 

			
	(post here)	  	(seal here at the junction)








 Lessor (Party A): Shanghai New Cogi Cosmetic Co., Ltd. 

Nationality: 
 Legal Representative:

 Certificate / ID No.: 
 Address:

 Post Code: 
 Tel: 

Authorized Agent: 
 Signature & Seal:
[seal: Shanghai New Cogi Cosmetic Co., Ltd.] 
 Date of Execution: August 17, 2009 

Place of Execution: 
 Lessee (Party B):
Shanghai Mecox Lane Information Technology Co., Ltd. 
 Nationality: 

Legal Representative: 
 Certificate / ID No.:

 Address: 
 Post Code: 

Tel: 
 Authorized Agent: 

Signature & Seal: [seal: Shanghai Mecox Lane Information Technology Co., Ltd.] 

Date of Execution: 
 Place of Execution:
Shanghai