Loan Agreement, dated February 18, 2011, by and among the Fifth Season General Merchandise Investment Management Co., Ltd. and Lishuang Lu

Exhibit 10.12

Loan Agreement by and between Hangzhou the Fifth Season General Merchandise Investment
Management Co., Ltd. (Company) and Lishuang Lu dated February 18, 2011 for 24 million RMB Yuan.

• Main contents:

• Contract No.: nil
• Borrower: Fifth Season General Merchandise Investment Management Co., Ltd.
• Lender: Lishuang Lu
• Loan Amount (RMB): 24 million RMB Yuan
• Purpose of the Loan: working capital of the Company
• Contract Term: from February 18, 2011 to April 17, 2011
• Interest Rate:

• The monthly interest rate is 1.62%;
• Liquidated damages for delayed repayment: monthly interest rate plus 20% of the loan;

• Rights and Obligations of the Lender:

• Lender shall disburse the loan in a timely manner pursuant to the agreement.
• Lender shall execute the mortgage or security right in case of breach of contract of the Company.

• Rights and obligations of the borrower

• Borrower is entitled to obtain and use the loan pursuant to the agreement.
• Borrower shall return the principal and interests timely. Borrower can extend the term of the loan when getting the consent of Lender pursuant to the agreement.
• Consent of Lender should be obtained when any of the Borrower’s guaranties or mortgages on his (her) major assets for a third party is possible to be detrimental to Borrower’s capability of repayment under the agreement.
• Borrower guarantee all of its statement is true and accurate
• Borrower bears the relevant fees under the agreement.

• Prepayment of the Loan:

Lender’s consent should be obtained if Borrower is willing to prepay the loan. The interest rate of prepayment shall accord with the agreement.

• Liabilities of Breach of Contract:

Liquidated damages for delayed repayment: monthly interest rate plus 20% of the loan shall be imposed on the Company and the guarantor and mortgagor in case of the Company ’s breach of contract etc.

• Guarantee of the loan:

The loan is secured by Guarantee Contract by Lianmo Wu and Zhumin Zhang and Mortgage Contract by .the Company.

• Headlines of the articles omitted

• Dispute settlement
• Miscellaneous
• Effectiveness
• Mortgage and Guarantee Clause
• Attention