UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

LJ International Inc.

(Name of Issuer)

Ordinary Shares, $0.01 Par Value Per Share

(Title of Class of Securities)

G55312105

(CUSIP Number)

Mr. Yu Chuan Yih

Mr. Hon Tak Ringo Ng

Ms. Ka Man Au

Mr. Hoi Tsun Peter Au

Mr. Yuin Chiek Lye

Ms. Hoi Yee Vicky Chan

Mr. Zhicheng Shi

Primeon, Inc.

Hillside Financial

Shilin Investments

c/o LJ International Inc.

Unit #12, 12/F, Block A

Focal Industrial Centre

21 Man Lok Street

Hung Hom, Kowloon

Hong Kong

Attention: Ka Man Au

Telephone: (852) 2764-3622

With copies to:

Joseph W.K. CHAN

Sidley Austin LLP

Suite 1901, Shui On Plaza

No. 333 Middle Huai Hai Road

Shanghai 200021

China

(86) 21 2322 9322

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 22, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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).

CUSIP No. G55312105

CUSIP No. G55312105

CUSIP No. G55312105

CUSIP No. G55312105

CUSIP No. G55312105

CUSIP No. G55312105

CUSIP No. G55312105

CUSIP No. G55312105

CUSIP No. G55312105

CUSIP No. G55312105

Introductory Note

This Schedule 13D is filed jointly by Mr. Yu Chuan Yih (“Mr. Yih”), Hon Tak Ringo Ng (“Mr. Ng”), Ms. Ka Man Au (“Ms. Au”), Mr. Hoi Tsun Peter Au (“Mr. Au”), Yuin Chiek Lye (“Mr. Lye”), Ms. Hoi Yee Vicky Chan (“Ms. Chan”, together with Mr. Ng, Ms. Au, Mr. Au, Mr. Lye, the “Management Shareholders”), Zhicheng Shi (“Mr. Shi”), Primeon, Inc. (“Primeon”), Hillside Financial (“Hillside”) and Shilin Investments (“Shilin”, together with Mr. Shi, Primeon and Hillside, the “Shi Shareholders”, together with Mr. Yih and the Management Shareholders, the “Reporting Persons”).

This Schedule 13D supersedes the Schedule 13G filed by Mr. Yih with the SEC on September 4, 2012.

Item 1. Security and Issuer

This Schedule 13D relates to shares (the “Shares”) with a par value of $0.01 of LJ International Inc. (the “Issuer” or the “Company”), a corporation organized under the laws of the British Virgin Islands. The Shares are listed on the NASDAQ Global Market under the symbol “JADE.” The principal executive office of the Issuer is located at Unit #12, 12/F, Block A, Focal Industrial Centre, 21 Man Lok Street, Hung Hom, Kowloon, Hong Kong.

(a) This statement of beneficial ownership on Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with the respect to the transaction described in Item 4 of this Statement.

The agreement among the Reporting Persons relating to the joint filing of this statement is attached hereto as Exhibit 7.1. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

(b) The business address of each of Mr. Yih, Mr. Ng, Ms. Au, Mr. Au, Mr. Lye and Mr. Chan is Unit #12, 12/F, Block A, Focal Industrial Centre, 21 Man Lok Street, Hung Hom, Kowloon, Hong Kong.

The business address of Primeon is at 18 Commerce Way, Suite 3000, Woburn, MA 01801, United States.

The business address of Hillside is at 200 Hillside Ave., Arlington, MA 02476, United States.

The business address of each of Mr. Shi and Shilin is at 1 Novella Street, Lewiston, ME 04240, United States.

(c) The principal occupation of Mr. Yih is Chairman of the Board of Directors, President and Chief Executive Officer of the Company.

The principal occupation of Ms. Au is the Chief Operating Officer and the Secretary of the Company.

The principal occupation of Mr. Ng is the Chief Financial Officer of the Company.

The principal occupation of Mr. Au is the Senior Vice-President of the Company.

The principal occupation of Mr. Lye is the Chief Operating Officer (China) of the Company.

The principal occupation of Ms. Chan is the Director of Sales and Marketing of the Company.

The principal occupation of Mr. Shi is the director of each of Primeon, Hillside and Shilin.

Primeon is a corporation formed under the laws of the State of Delaware and its principal business is making equity investments in operating companies. Hillside is a corporation formed under the laws of the State of Massachusetts and its principal business is making equity investments in operating companies. Shilin is a partnership formed under the laws of the State of Maine and its principal business is making equity investments in operating companies.

(d)-(e) During the last five years, none of the Reporting Persons or, to the knowledge of Primeon, Hillside and Shilin, none of any officer, director or control person of Primeon, Hillside and Shilin has been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Yih is a citizen of the United States of America. Each of Mr. Ng, Ms. Au, Mr. Au and Mr. Chan is a citizen of Hong Kong Special Administrative Region. Mr. Lye is a citizen of Malaysia. Mr. Shi is a citizen of the People’s Republic of China. Primeon is a corporation formed under the laws of the State of Delaware. Hillside is a corporation formed under the laws of the State of Massachusetts. Shilin is a partnership formed under the laws of the State of Maine.

Pursuant to an Agreement and Plan of Merger, dated as of March 22, 2013 (the “Merger Agreement”), by and among (i) Flora Bloom Holdings (“Parent”), an exempted company with limited liability incorporated under the laws of the Cayman Islands, (ii) Flora Fragrance Holdings Limited (“Merger Sub”), a business company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent and (iii) the Company, subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). The descriptions of the Merger and of the Merger Agreement set forth in Item 4 below are incorporated by reference in their entirety into this Item 3. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 7.11 and is incorporated herein by reference in its entirety.

The Reporting Persons and Urban Prosperity Holding Limited (the “Sponsor,” together with Mr. Yih, the “Consortium Members”), an affiliate of FountainVest China Growth Fund, L.P., FountainVest China Growth Capital Fund, L.P. and FountainVest China Growth Capital-A Fund, L.P (collectively, “FountainVest”) anticipate that approximately $64.1 million will be required to acquire 26,775,994 outstanding Shares owned by public shareholders of the Company (the “Publicly Held Shares”). This amount includes (a) the estimated funds required by the Consortium to (i) purchase the Publicly Held Shares, and (ii) pay for the outstanding options to purchase Shares, and (b) the estimated transaction costs associated with the purchase of the Publicly Held Shares (excluding any tax liabilities).

The financing for the Merger and other transactions contemplated by the Merger Agreement will be obtained by the Consortium Members pursuant to an equity commitment letter, dated as of March 22, 2013 (the “Equity Commitment Letters”), by and among the Parent and FountainVest. Under the terms and subject to the conditions of the Equity Commitment Letters, FountainVest will provide equity financing of an approximate amount of $52.5 million to Parent to consummate the Merger. The information disclosed in this paragraph is qualified in its entirety by reference to the Equity Commitment Letter, a copy of which is filed as Exhibit 7.2 and is incorporated herein by reference in its entirety.

Concurrently with the execution of the Merger Agreement, Mr. Yih entered into a rollover agreement (the “Chairman Rollover Agreement”) with Parent, pursuant to which Mr. Yih agreed that, immediately prior to the effective time of the Merger, an aggregate of 3,390,053 Shares beneficially owned by him shall be cancelled for nil consideration and he will subscribe for 3,390,053 shares of Parent. The information disclosed in this paragraph is qualified in its entirety by reference to the Chairman Rollover Agreement, a copy of which is filed as Exhibit 7.3 and is incorporated herein by reference in its entirety.

Concurrently with the execution of the Merger Agreement, the Management Shareholders entered into a rollover agreement (the “Management Rollover Agreement”) with Parent, pursuant to which the Management Shareholders

agreed that, immediately prior to the effective time of the Merger, (i) an aggregate of 1,005,825 Shares beneficially owned by them shall be cancelled for nil consideration and they shall subscribe for an aggregate of 1,005,825 shares of Parent and (ii) all the options held by them granted by the Company to purchase shares of the Common share shall be cancelled and Parent shall issue to each of them options to acquire the same number of shares of Parent. The information disclosed in this paragraph is qualified in its entirety by reference to the Management Rollover Agreement, a copy of which is filed as Exhibit 7.4 and is incorporated herein by reference in its entirety.

Concurrently with the execution of the Merger Agreement, the Shi Shareholders entered into a rollover agreement the (“Shi Rollover Agreement”) with Parent, pursuant to which the Shi Shareholders agreed that, immediately prior to the effective time of the Merger, an aggregate of 1,434,800 Shares held by the Shi Shareholders shall be cancelled for nil consideration and the Shi Shareholders shall subscribe for an aggregate of 1,434,800 shares of Parent. The information disclosed in this paragraph is qualified in its entirety by reference to the Shi Rollover Agreement, a copy of which is filed as Exhibit 7.5 and is incorporated herein by reference in its entirety.

On August 13, 2012, the Consortium Members on behalf of themselves and an acquisition vehicle to be formed and solely owned by them, submitted a non-binding proposal (the “Proposal”) to the Issuer’s Board of Directors for the acquisition of all the outstanding Shares of the Issuer other than the Shares beneficially held by Mr. Yih in a going-private transaction for US$2.00 per share in cash (the “Proposed Transaction”). The Consortium Members also stated in the Proposal that Mr. Yih is interested only in pursuing the Proposed Transaction and has no interest in selling his shares in any other transaction involving the Issuer. The description of the Proposal in this Item 4 is qualified in its entirety by reference to the complete text of the Proposal, a copy of which is filed as Exhibit 7.10 and is incorporated herein by reference in its entirety.

On March 22, 2013, the Company announced in a press release that it had entered into the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation. Under the terms of the Merger Agreement, each Share, issued and outstanding immediately prior to the effective time of the Merger, other than (a) shares held by the Reporting Persons, (b) shares held by shareholders who shall have validly exercised and not effectively withdrawn or lost their right to dissent from the Merger, and (c) shares owned by the Company or its subsidiaries (collectively the “Excluded Shares”), will be converted into the right to receive $2.00 per share in cash without interest and net of applicable withholding taxes. The Merger is subject to the approval of the Company’s shareholders and various other closing conditions.

The purpose of the transactions contemplated under the Merger Agreement, including the Merger, is to acquire all of the Publicly Held Shares. If the Merger is consummated, the Shares will no longer be traded on the NASDAQ Global Market and will cease to be registered under Section 12 of the Exchange Act, and the Company will be privately held by the Consortium Members and the Reporting Persons. The information disclosed in this paragraph and in the preceding paragraph of this Item 4 is qualified in its entirety by reference to the Merger Agreement, and is incorporated herein by reference in its entirety.

Concurrently with the execution of the Merger Agreement, Mr. Yih, the Management Shareholders and the Shi Shareholders (each a “Voting Shareholder,” and collectively the “Voting Shareholders”), who collectively own approximately 19.23% of the outstanding Shares, entered into a voting agreement (the “Voting Agreement”) with Parent, pursuant to which each of the Voting Shareholders has agreed (i) when a meeting of the shareholders of the Company is held, to appear at such meeting or otherwise cause their Shares to be counted as present thereat for the purpose of establishing a quorum, (ii) to vote or cause to be voted at such meeting all their Shares in favor of the adoption of the Merger Agreement and approval of the Merger and (iii) to vote or cause to be voted at such meeting all their Shares against the approval of any alternative transaction proposal or any other action contemplated any an alternative transaction proposal. The information disclosed in this paragraph is qualified in its entirety by reference to the Voting Agreement, a copy of which is filed as Exhibit 7.6, and is incorporated herein by reference in its entirety.

Other than as described in Item 3 and Item 4 above, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in Item 2, has any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

(a)-(b)

(c) To the best knowledge of each of the Reporting Persons, none of the Reporting Persons and no other person described in Item 2 hereof has effected any transactions relating to the Shares during the past sixty (60) days.

(d) Not applicable.

(e) Not applicable.

On August 13, 2012, the Consortium Members entered into a consortium agreement dated August 13, 2012 (the “Consortium Agreement”) with respect to their participation in and the general structure of the Proposed Transaction. The Consortium Members may agree to admit one or more additional Consortium Members which will provide equity capital for the Proposal Transaction.

In accordance with the terms of the Consortium Agreement, the Consortium Members have agreed to cooperate to:

In addition, the Consortium Members have agreed to, during the period commencing on the date of the Consortium Agreement and ending on the first to occur of (a) the date eight months after the date hereof, and (b) the mutually agreed termination of this Agreement (the “Exclusivity Period”), among other things, (i) work exclusively with each other to implement the Proposed Transaction, (ii) not initiate, solicit, encourage or otherwise engage in discussions, negotiations or related activities with any third party with respect to a competing transaction, (iii) not provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a competing transaction, or (iv) enter into any agreement, arrangement or understanding regarding, or do or omit to do, anything which is inconsistent with the Proposed Transaction as contemplated under the Consortium Agreement.

Mr. Yih has also agreed to, during the Exclusivity Period, among other things, (A) vote in favor of the Proposed Transaction and against any competing proposal; (B) not sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell, any shares beneficially owned by him; (C) not deposit any shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to the shares owned by him; and (D) not take any action that would make have the effect of preventing, disabling or delaying Mr. Yih from performing his obligations under the Consortium Agreement.

The Consortium Agreement will terminate if the Consortium Members are unable to agree either (i) as between themselves upon the material terms of the Proposed Transaction, or (ii) with the special committee on the material terms of the Proposed Transaction which the special committee agrees to recommend to the public shareholders of the Issuer. The Consortium Agreement shall also terminate upon the earlier to occur of (i) a written agreement among the Consortium Members to terminate the Consortium Agreement, and (ii) the closing of the Proposed Transaction.

The foregoing description of the material terms of the Consortium Agreement is qualified in its entirety by reference to such document, a copy of which has been filed as Exhibit 7.7 to this Schedule 13D.

On March 22, 2013, the Sponsor entered into a loan agreement (the “Loan Agreement”) with Mr. Yih and Ms. Au, pursuant to which the Sponsor will extend to Mr. Yih (i) a first tranche loan of US$2.5 million within 15 business days, and (ii) a second tranche loan of US$2.5 million upon and subject to completion of the Merger. 50% of the first tranche loan will become due in 2 years and the remaining 50% of the first tranche loan will become due 90 days thereafter. The second tranche loan will become due on the earlier of (a) the completion of an initial public offering of the retail business group of the Company, and (b) December 31, 2015. Both tranches accrue interest at a rate of 4.5% per annum, payable semi-annually in arrears.

The loans are secured by a pledge of all of the Shares beneficially owned by Mr. Yih pursuant to a share charge (the “Share Charge”), dated March 22, 2013, among the Sponsor, Mr. Yih and Ms. Au.

Proceeds of the loans are to be used by Mr. Yih for personal investment purposes. The Loan Agreement and the Share Charge are separate from the merger and other transactions contemplated under the Merger Agreement.

The foregoing description of the material terms of the Loan Agreement and the Share Charge is qualified in its entirety by reference to such documents, copies of which have been filed as Exhibit 7.8 and Exhibit 7.9 respectively to this Schedule 13D.

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

Dated: April 3, 2013

LIST OF EXHIBITS

EXHIBIT 7.1

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to par value US$0.01 share of LJ International Inc., a British Virgin Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 3^rd day of April, 2013.

Exhibit 7.2

EXECUTION VERSION

EQUITY COMMITMENT LETTER

FountainVest China Growth Fund, L.P.

FountainVest China Growth Capital Fund, L.P.

FountainVest China Growth Capital-A Fund, L.P.

190 Elgin Avenue

George Town, Grand Cayman KY1-9005

Cayman Islands

March 22, 2013

Flora Bloom Holdings

c/o

FountainVest China Growth Fund, L.P.

FountainVest China Growth Capital Fund, L.P.

FountainVest China Growth Capital-A Fund, L.P.

Ladies and Gentlemen:

This letter agreement sets forth the commitments of each of the parties set forth on Schedule A attached hereto (each, a “Sponsor Fund” and collectively, the “Sponsor Funds”), subject to the terms and conditions contained herein, to purchase certain equity interests of Flora Bloom Holdings, a newly formed exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among LJ International Inc. (the “Company”), Parent and Flora Fragrance Holdings Limited, a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

1. Commitment. This letter agreement confirms the commitment of each of the undersigned, severally and not jointly, subject to the terms and conditions set forth herein, to subscribe for (or cause to be subscribed for) equity securities of Parent in immediately available funds at or prior to the Closing for an aggregate cash purchase price equal to the percentage of the Aggregate Commitment set forth opposite such Sponsor Fund’s name on Schedule A hereto (such amount, with respect to each Sponsor Fund is such Sponsor Fund’s “Sponsor Fund Commitment”), which will be applied to (i) fund a portion of the Exchange Fund and any other amounts required to be paid pursuant to the Merger Agreement and (ii) pay related fees and expenses pursuant to the Merger Agreement; provided that (i) no Sponsor Fund shall, under any circumstances, be obligated to contribute more than its Sponsor Fund Commitment to Parent and the Sponsor Funds, collectively, shall not, under any circumstances, be obligated to contribute more than the Aggregate Commitment to Parent; and (ii) the liability of each Sponsor Fund hereunder shall not exceed its respective Sponsor Fund Commitment, and the liability of the Sponsor Funds, collectively, shall not exceed the Aggregate Commitment. The term “Aggregate Commitment” means an amount equal to $52,483,988. Each Sponsor Fund may effect the purchase of the equity interests of Parent directly or indirectly through one or more direct or

indirect Subsidiaries of such Sponsor Fund or any other private equity fund managed or advised by an affiliate of such Sponsor Fund, including, without limitation, Urban Prosperity Holding Limited. The amount of the Aggregate Commitment to be funded under this letter agreement may be reduced in an amount specified by Parent but only to the extent that it will be possible for Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement with the Sponsor Funds contributing less than the full amount of the Aggregate Commitment.

2. Conditions. The Aggregate Commitment, including the obligation of each Sponsor Fund to fund its Sponsor Fund Commitment, shall be subject to (i) the execution and delivery of the Merger Agreement by the Company, (ii) the satisfaction or waiver at the Closing of each of the conditions to Parent’s and Merger Sub’s obligations to consummate the Transactions, (iii) either the contemporaneous consummation of the Closing or the obtaining by the Company in accordance with the terms and conditions of Section 9.07(b) of the Merger Agreement of an order requiring Parent to cause the Financing to be funded and to consummate the Merger, and (iv) the contemporaneous closing of the subscription of newly issued Parent shares and the cancellation of the Company Shares by the Rollover Shareholders on the terms and conditions of each Rollover Agreement.

3. Enforceability. This letter agreement may only be enforced by (i) Parent at the direction of the Sponsor Funds or (ii) the Company solely in accordance with, and to the extent expressly permitted by, Section 9.07 of the Merger Agreement. Neither Parent’s, Merger Sub’s nor the Company’s creditors shall have the right to enforce this letter agreement or to cause Parent to enforce this letter agreement.

4. No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Parent and the Sponsor Funds. Together with the Merger Agreement and the Confidentiality Agreement (as defined in the Merger Agreement), this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Sponsor Funds or any of their respective affiliates, on the one hand, and Parent or any of its affiliates, on the other, with respect to the transactions contemplated hereby. Except as expressly permitted in Section 1 and Section 12 hereof, no transfer of any rights or obligations hereunder shall be permitted without the consent of Parent and the Sponsor Funds. Any transfer in violation of the preceding sentence shall be null and void.

5. Governing Law; Jurisdiction. This letter agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the Law of the State of New York excluding (to the greatest extent a New York court would permit) any rule of law that would cause the application of the laws of any jurisdiction other than the State of New York. The parties hereby irrevocably submit to the personal jurisdiction of the courts of the State of New York located in the Borough of Manhattan, and the federal courts of the United States of America located in the State of New York, Borough of Manhattan, solely in respect of the interpretation and enforcement of the provisions of this letter agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this letter agreement may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding

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shall be heard and determined in such a New York State or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

6. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this letter agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or relating to this letter agreement, or any of the transactions contemplated by this letter agreement. Each party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each party understands and has considered the implications of this waiver, (iii) each party makes this waiver voluntarily and (iv) each party has been induced to enter into this letter agreement by, among other things, the mutual waivers and certifications expressed above.

7. Counterparts. This letter agreement may be executed in any number of counterparts (including by email of PDF or scanned versions or by facsimile), each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

8. Third Party Beneficiaries. The Company is a third party beneficiary of this letter agreement solely to specifically enforce the terms of this letter agreement as set forth in Section 3(ii) of this letter agreement, and shall have no other remedies (contractual, legal or equitable). Except as provided in the immediately preceding sentence, the parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto, in accordance with and subject to the terms of this letter agreement, and this letter agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder or any rights to enforce the Aggregate Commitment or any provision of this letter agreement.

9. Confidentiality. This letter agreement shall be treated as confidential and is being provided to Parent solely in connection with the Merger. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of each Sponsor Fund and Parent; provided, however, that each of the Sponsor Funds and Parent may disclose the existence and content of this letter agreement to the extent required by Law, the applicable rules of any national securities exchange or in connection with any SEC filings relating to the Merger, and the Sponsor Funds may disclose the existence and content of this letter agreement to any Sponsor Fund Affiliate (as defined below). Notwithstanding the foregoing, a copy of this letter agreement may be provided to the Company if the Company agrees to treat this letter agreement as confidential. If provided to the Company, the Company may disclose the existence and content of this letter agreement (i) to its affiliates and representatives who need to know the existence of this letter agreement and are subject to confidentiality obligations with each Sponsor Fund and/or Parent; (ii) in connection with any litigation relating to the Merger, the Merger Agreement, and the transactions contemplated thereby as permitted by or provided for in the Merger Agreement; and (iii) in any U.S. Securities and Exchange Commission filings relating to the Merger if required under U.S. securities laws.

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10. Termination. This letter, and the obligation of each Sponsor Fund to fund its Sponsor Fund Commitment will terminate automatically and immediately upon the earliest to occur of (a) the Closing, (b) the first anniversary of the date hereof, (c) the valid termination of the Merger Agreement in accordance with its terms or (d) the Company or any of its affiliates asserting a claim against any Sponsor Fund or any affiliate thereof in connection with the Merger Agreement or any of the transactions contemplated hereby or thereby (other than as expressly permitted by clause (ii) of Section 3 of this letter agreement).

11. No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement, or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this letter agreement, the addressee covenants, agrees and acknowledges that no person other than the undersigned has any obligation hereunder and that, notwithstanding that any of the undersigned may be a partnership or limited liability company, the addressee has no right of recovery under this letter agreement or under any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, affiliates, members, managers, general or limited partners or assignees of the undersigned or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, affiliate, agent, advisors or representatives of any of the foregoing (each, a “Sponsor Fund Affiliate”), through the undersigned or otherwise, whether by or through attempted piercing the corporate veil, by or through a claim by or on behalf of Parent against the Sponsor Fund Affiliates, whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise.

12. Assignment. The rights, interests or obligations under this letter agreement may not be assigned and/or delegated, in whole or in part, by any party or by operation of Law or otherwise without the prior written consent of the other party, except that, without the prior written consent of Parent, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by any Sponsor Fund to one or more of its affiliates or to one or more private equity funds sponsored or managed by any such affiliate, provided that the applicable Sponsor Fund will remain liable hereunder. Any attempted assignment in violation of this Section 12 shall be null and void.

13. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this letter agreement in any other jurisdiction. If any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

[Remainder of page intentionally left blank]

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Sincerely,

[SIGNATURE PAGE – EQUITY COMMITMENT LETTER]

Agreed to and accepted:

[SIGNATURE PAGE – EQUITY COMMITMENT LETTER]

SCHEDULE A

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Exhibit 7.3

EXECUTION VERSION

CHAIRMAN ROLLOVER AGREEMENT

This CHAIRMAN ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of March 22, 2013 by and among Flora Bloom Holdings, a Cayman Islands exempted company (“Parent”), and Mr. Yu Chuan Yih (the “Rollover Person”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, concurrently herewith Parent, Flora Fragrance Holdings Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Parent (“Merger Sub”), and LJ International Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), are entering into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”);

WHEREAS, as of date hereof, the Rollover Person is the registered holder and “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of the number of ordinary shares, par value US$0.01 per share, of the Company (each, a “Company Share”) as set forth under the heading “Shares – Company Shares” opposite the Rollover Person’s name on Schedule A hereto (such Shares, the “Rollover Shares”);

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, including the Merger, the Rollover Person agrees to (a) the cancellation of his Rollover Shares for nil consideration in the Merger, and (b) subscribe for newly issued ordinary shares of Parent, par value US$0.0001 per share (each, a “Parent Share” and collectively, the “Parent Shares”) immediately prior to the Closing;

WHEREAS, in order to induce Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, the Rollover Person is entering into this Agreement; and

WHEREAS, the Rollover Person acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Rollover Person as set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Parent and the Rollover Person hereby agree as follows:

1. Rollover Shares.

(a) Subscription of Parent Shares. Immediately prior to the Closing, Parent shall issue to the Rollover Person, and the Rollover Person (or, if designated by the Rollover Person in writing, in the name of an affiliate of the Rollover Person) shall subscribe for, the number of Parent Shares at a subscription price of US$0.0001 per share as set forth under the heading “Shares – Parent Shares” opposite the Rollover Person’s name in Schedule A hereto. The Rollover Person hereby acknowledges and agrees that he shall have no right to any Merger Consideration in respect of his Rollover Shares.

(b) Cancellation of Rollover Shares. Subject to the terms and conditions set forth herein, the Rollover Person agrees that his Rollover Shares shall be cancelled at the Closing for nil consideration in connection with the Merger.

(c) Closing. Subject to the satisfaction in full (or waiver) of all of the conditions set forth in Sections 7.01 and 7.02 of the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription and issuance of Parent Shares contemplated hereby shall take place immediately prior to the Closing.

2. Irrevocable Election.

(a) The execution of this Agreement by the Rollover Person evidences, subject to Section 6 hereof, the irrevocable election and agreement by the Rollover Person to subscribe for Parent Shares and agree to the cancellation of his Rollover Shares on the terms and conditions set forth herein. In furtherance of the foregoing, subject to that certain share charge dated March 22, 2013 between the Rollover Person as chargor and Urban Prosperity Holding Limited as chargee (the “Share Charge”), the Rollover Person covenants and agrees that from the date hereof until any termination of this Agreement pursuant to Section 5 hereof, the Rollover Person shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of, any Rollover Shares or any right, title or interest thereto or therein (including by operation of law) including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Rollover Shares and which (x) has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Person’s economic interest in such Rollover Shares and/or (y) grants a third party the right to vote or direct the voting of such Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement of even date herewith by and among Parent and the Rollover Person (the “Voting Agreement”)) with respect to any Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of the Rollover Person set forth in this Agreement untrue or incorrect or would prevent or delay the

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Rollover Person from performing any of his obligations under this Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer in violation of this paragraph shall be void.

(b) The Rollover Person further covenants and agrees that he shall promptly (and in any event within forty-eight (48) hours) notify Parent of any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by the Rollover Person, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company after the date hereof.

3. Representations and Warranties of the Rollover Person. To induce Parent to issue the Parent Shares and Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, except as provided for and in accordance with the Share Charge, the Rollover Person makes the following representations and warranties to Parent, each and all of which shall be true and correct as of the date of this Agreement and as of the Closing:

(a) Ownership of Shares. (i) The Rollover Person (A) is the beneficial owner of, and has good and valid title to, the Rollover Shares, free and clear of Liens other than as created by this Agreement and the Voting Agreement, and (B) has sole or shared (together with affiliates controlled by the Rollover Person only) voting power, power of disposition, and power to demand dissenter’s rights (if applicable), in each case with respect to all of the Rollover Shares, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities laws, laws of the British Virgin Islands, and the terms of this Agreement and the Voting Agreement; (ii) the Rollover Shares are not subject to any voting trust agreement or other Contract to which the Rollover Person is a party restricting or otherwise relating to the voting or Transfer of the Rollover Shares other than this Agreement and the Voting Agreement; and (iii) the Rollover Shares are not Transferred pursuant to any Derivative Transaction. As of the date hereof, other than the Rollover Shares, the Rollover Person does not own, beneficially or of record, any Shares, Company Options, other securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities). The Rollover Person has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Rollover Shares, except as contemplated by this Agreement or the Voting Agreement.

(b) Organization, Standing and Authority. The Rollover Person has full legal power and capacity to execute and deliver this Agreement and to perform the Rollover Person’s obligations hereunder. This Agreement has been duly and validly executed and delivered by the Rollover Person and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of the Rollover Person, enforceable against the Rollover Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If the Rollover Person is married, and any of the Rollover Shares of the Rollover Person constitute community property or otherwise need spousal or other approval for

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this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by the Rollover Person’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of the Rollover Person’s spouse, enforceable against the Rollover Person’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of the Rollover Person for the execution, delivery and performance of this Agreement by the Rollover Person or the consummation by the Rollover Person of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by the Rollover Person nor the consummation by the Rollover Person of the transactions contemplated hereby, nor compliance by the Rollover Person with any of the provisions hereof shall (A) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of the Rollover Person pursuant to any Contract to which the Rollover Person is a party or by which the Rollover Person or any property or asset of the Rollover Person is bound or affected, or (B) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Rollover Person or any of the Rollover Person’s properties or assets.

(d) Litigation. There is no Action pending against the Rollover Person or, to the knowledge of the Rollover Person, any other Person or, to the knowledge of the Rollover Person, threatened against the Rollover Person or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by the Rollover Person of his obligations under this Agreement.

(e) Reliance. The Rollover Person understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Rollover Person’s execution and delivery of this Agreement and the representations and warranties of the Rollover Person contained herein.

(f) Receipt of Information. The Rollover Person has been afforded the opportunity to ask such questions as he has deemed necessary of, and to receive answers from, representatives of Parent and Merger Sub concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning Parent Shares. The Rollover Person acknowledges that he has been advised to discuss with his own counsel the meaning and legal consequences of the Rollover Person’s representations and warranties in this Agreement and the transactions contemplated hereby.

4. Representations and Warranties of Parent. Parent makes the following representations and warranties to the Rollover Person, each and all of which shall be true and correct as of the date of this Agreement and as of the Closing:

(a) Organization, Standing and Authority. Parent is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Rollover Person, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

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(b) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent nor the consummation by Parent of the transactions contemplated hereby nor compliance by Parent with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any property or asset of Parent is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of Parent’s properties or assets.

(c) Issuance of Parent Shares. The Parent Shares to be issued under this Agreement, when issued and delivered in accordance with the terms hereof and payment of the subscription price therefor, are duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens, other than restrictions arising under applicable securities laws and the Parent Shareholders Agreement (as defined below).

5. Other Covenants and Agreements.

(a) The Rollover Person shall bear and pay, reimburse, indemnify and hold harmless Parent, Merger Sub and any affiliate thereof (collectively, the “Indemnified Parties”) for, from and against (i) any and all liabilities for PRC Taxes imposed upon, incurred by or asserted against any of the Indemnified Parties, arising from or attributable to the receipt of Parent Shares by the Rollover Person or his affiliates pursuant to this Agreement (collectively, the “Tax Liabilities”) and (ii) any reasonable costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, interests, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the Tax Liabilities. For the avoidance of doubt, the term “Tax Liabilities” shall include any and all liability for PRC Taxes suffered by any of the Indemnified Parties as a result of the payments described in clause (i) above, including without limitation, any liability for withholding Taxes.

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(b) The Rollover Person shall negotiate in good faith with the relevant parties the terms and conditions of a shareholders agreement to be entered into by the Rollover Person and Parent, among other parties, at the Closing (the “Parent Shareholders Agreement”).

(c) The Rollover Person, if deemed a PRC resident (as defined under SAFE Circular 75) and subject to any of the registration or reporting requirements of SAFE Circular 75, shall, as soon as practicable after the date hereof, submit an application to the State Administration of Foreign Exchange (“SAFE”) for the registration or amendment registration of his holding of Company Shares (whether directly or indirectly) in the Company in accordance with the requirements of SAFE Circular 75 (or any successor Law, rule or regulation) and complete such registration prior to the Closing.

6. Termination. This Agreement, and the obligation of the Rollover Person to the cancellation of the Rollover Shares, will terminate immediately upon the valid termination of the Merger Agreement in accordance with its terms; provided, that this Section 6 and Section 8 shall survive the termination of this Agreement, and the parties hereto shall continue to be liable for breaches of this Agreement occurring prior to the termination of this Agreement.

7. Further Assurances. The Rollover Person hereby covenants that, from time to time, the Rollover Person will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, such further acts, conveyances, transfers, assignments, powers of attorney and assurances necessary to cancel all of the Rollover Shares in accordance with the terms of this Agreement.

8. Miscellaneous.

(a) Amendments and Modification. This Agreement may not be amended, altered, supplemented or otherwise modified except upon the execution and delivery of a written agreement executed by each party hereto.

(b) Waiver. No failure or delay of any party hereto in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

(c) Survival of Representations and Warranties. All representations and warranties of the Rollover Person and Parent contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

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(d) Notices. All notices and other communications hereunder shall be in writing (in the English language) and shall be deemed duly given (i) upon receipt if delivered personally, or if by email or facsimile, upon confirmation of receipt by email or facsimile, (ii) one Business Day after being sent by express courier service, or (iii) three Business Days after being sent by registered or certified mail, return receipt requested. All notices hereunder shall be delivered to the addresses set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to the Rollover Person, in accordance with the contact information set forth next to the Rollover Person’s name on Schedule A hereto.

If to Parent:

Intertrust Corporate Services (Cayman) Limited

190 Elgin Avenue

George Town

Grand Cayman KY1-9005

Cayman Islands

with a copy to:

Mr. Yu Chuan Yih

c/o LJ International Inc.

Unit #12, 12/F, Block A

Focal Industrial Centre

21 Man Lok Street

Hung Hom, Kowloon, Hong Kong

Facsimile: +86 755 2526 0329

Email: yih@ljintl.com

with a copy (which shall not constitute notice) to:

Sidley Austin LLP

Suite 1901, Shui On Plaza

No. 333 Middle Huai Hai Road

Shanghai 200021

China

Attention: Mr. Joseph Chan

Facsimile: +86 21 5306 8966

Email: joseph.chan@sidley.com

and

Urban Prosperity Holding Limited

190 Elgin Avenue

George Town

Grand Cayman KY1-9005

Cayman Islands

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with a copy to:

FountainVest Partners (Asia) Limited

Suite 705-708, ICBC Tower

3 Garden Road

Central, Hong Kong

Attention: Mr. George Chuang / Mr. Edward Yu / Mr. Brian Lee

Facsimile: +852 3107 2490

Email: georgechuang@fountainvest.com / edwardyu@fountainvest.com / brianlee@fountainvest.com

with a copy (which shall not constitute notice) to:

Fried, Frank, Harris, Shriver & Jacobson

1601 Chater House

8 Connaught Road Central

Hong Kong

Attention: Mr. Douglas Freeman / Mr. Victor Chen

Facsimile: +852 3760 3611

E-mail: douglas.freeman@friedfrank.com / victor.chen@friedfrank.com

(e) Entire Agreement. This Agreement (together with the Merger Agreement, the Consortium Agreement dated August 13, 2012 by and between Urban Prosperity Holding Limited, an affiliate of FountainVest Partners, and the Rollover Person and the Voting Agreement to the extent referred to in this Agreement) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof.

(f) Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, except as specifically set forth in this Agreement, provided that, the Company is an express third party beneficiary of the covenant in Section 1, and assuming full performance by the Rollover Person thereof, shall have the right directly to enforce specifically Section 1 of this Agreement against the Rollover Person and Parent in accordance with, and to the extent expressly permitted by, Section 9.07 of the Merger Agreement.

(g) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to (to the greatest extent a New York court would permit) any applicable conflicts of law principles that would cause the application of the laws of any other jurisdiction.

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(h) Jurisdiction; Enforcement. The parties hereto agree that any Action brought by any party hereto to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any State of New York or United States Federal court sitting in the Borough of Manhattan, the City of New York. Each party hereto submits to the jurisdiction of any such court in any Action seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such Action. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum.

(i) Specific Performance. The parties hereto acknowledge and agree that monetary damages would not be an adequate remedy in the event that any covenant or agreement in this Agreement is not performed in accordance with its terms, and therefore agree that, in addition to and without limiting any other remedy or right available, each party hereto will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. Each party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party hereto shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

(j) Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Parent may assign this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by Parent. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and, in the case of the Rollover Person, his estate, heirs, beneficiaries, personal representatives and executors.

(k) Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

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(l) Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENTS OR INSTRUMENTS REFERRED TO IN THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF EACH OF THE PARTIES HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

(m) Counterparts. This Agreement may be executed in two or more counterparts, and by facsimile or, pdf format, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other party.

(n) No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

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IN WITNESS WHEREOF, Parent and the Rollover Person have caused to be executed or executed this Agreement as of the date first written above.

[SIGNATURE PAGE – CHAIRMAN ROLLOVER AGREEMENT]

[SIGNATURE PAGE – CHAIRMAN ROLLOVER AGREEMENT]

Schedule A

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Exhibit 7.4

EXECUTION VERSION

MANAGEMENT ROLLOVER AGREEMENT

This MANAGEMENT ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of March 22, 2013 by and among Flora Bloom Holdings, a Cayman Islands exempted company (“Parent”), and the individuals listed on Schedule A hereto (collectively, the “Rollover Persons” and each, a “Rollover Person”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, concurrently herewith Parent, Flora Fragrance Holdings Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Parent (“Merger Sub”), and LJ International Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), are entering into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”);

WHEREAS, as of date hereof, each of the Rollover Persons (1) is the registered holder and “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of the number of ordinary shares, par value US$0.01 per share, of the Company (each, a “Company Share”) as set forth under the heading “Shares – Company Shares” opposite such Rollover Person’s name on Schedule A hereto (such Shares, the “Rollover Shares”), and/or (2) holds the number of Company Options, each of which is exercisable to acquire one Company Share, as set forth under the heading “Options – Company Options – Number” opposite such Rollover Person’s name on Schedule A hereto (such Company Options, the “Rollover Options”);

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, including the Merger, each of the Rollover Persons (1) agrees to (a) the cancellation of his or her Rollover Shares for nil consideration in the Merger, and (b) subscribe for newly issued ordinary shares of Parent, par value US$0.0001 per share (each, a “Parent Share” and collectively, the “Parent Shares”) immediately prior to the Closing, and (2) desires to enter into this Agreement with Parent in connection with the treatment of the Rollover Options in the Merger;

WHEREAS, in order to induce Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, the Rollover Persons are entering into this Agreement; and

WHEREAS, each Rollover Person acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of such Rollover Person as set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Parent and the Rollover Persons hereby agree as follows:

1. Rollover Shares.

(a) Subscription of Parent Shares. Immediately prior to the Closing, Parent shall issue to each Rollover Person that is a registered holder or beneficial owner of a Rollover Share, and such Rollover Person (or, if designated by such Rollover Person in writing, in the name of an affiliate of such Rollover Person) shall subscribe for, the number of Parent Shares at the ratio of one Rollover Share to one Parent Share and at a subscription price of US$0.0001 per share as set forth under the heading “Shares – Parent Shares” opposite such Rollover Person’s name in Schedule A hereto. Each Rollover Person hereby acknowledges and agrees that such Rollover Person shall have no right to any Merger Consideration in respect of his or her Rollover Shares.

(b) Cancellation of Rollover Shares. Subject to the terms and conditions set forth herein, each Rollover Person agrees that his or her Rollover Shares shall be cancelled at the Closing for nil consideration in connection with the Merger.

(c) Closing. Subject to the satisfaction in full (or waiver) of all of the conditions set forth in Sections 7.01 and 7.02 of the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription and issuance of Parent Shares contemplated hereby shall take place immediately prior to the Closing.

2. Rollover Options.

(a) Grant of Parent Options. In respect of each Rollover Option held by a Rollover Person immediately prior to the Closing, Parent shall grant to such Rollover Person as soon as reasonably practicable following the Closing an option exercisable to acquire one Parent Share (each, a “Parent Option”) for each such Rollover Option as set forth in Schedule A hereto. Each Parent Option granted to such Rollover Person shall have an exercise or purchase price equal the exercise or purchase price of the corresponding Rollover Option. Such Parent Option shall otherwise retain the same grant date, the same vesting or exercise schedule, the same term and expiration date and substantially the same other material terms and conditions as the Rollover Option held by such Rollover Person; provided that notwithstanding anything in this Agreement to the contrary, all Parent Options shall be issued under and governed by (i) a share incentive plan of Parent (the “Parent Incentive Option”) to be adopted by the Parent as soon as reasonably practicable following the Closing with customary terms and conditions of the share incentive plans of this type, and (ii) one or more new option agreement(s) to be entered into by the Rollover Persons and Parent. In the event any Rollover Options held by any Rollover Person are forfeited, expired or otherwise become void prior to the Closing, Schedule A hereto shall promptly be updated to reflect and account for any such event.

(b) Cancellation of Rollover Options. Subject to the terms and conditions set forth herein, each Rollover Person agrees that his or her Rollover Options shall be cancelled at the Closing and become null and void in return for the grant of the Parent Options pursuant to Section 2(a) above.

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3. Irrevocable Election.

(a) The execution of this Agreement by each Rollover Person evidences, subject to Section 7 hereof, the irrevocable election and agreement by such Rollover Person to subscribe for Parent Shares and/or receive Parent Options and agree to the cancellation of his or her Rollover Shares and Rollover Options on the terms and conditions set forth herein, as applicable. In furtherance of the foregoing, each Rollover Person covenants and agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 6 hereof, such Rollover Person shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of, any Rollover Shares or Rollover Options or any right, title or interest thereto or therein (including by operation of law) including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Rollover Shares or Rollover Options which (x) has, or would reasonably be expected to have, the effect of reducing or limiting such Rollover Person’s economic interest in such Rollover Shares or Rollover Options and/or (y) grants a third party the right to vote or direct the voting of such Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement of even date herewith by and among Parent and such Rollover Person (the “Voting Agreement”)) with respect to any Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Person set forth in this Agreement untrue or incorrect or would prevent or delay such Rollover Person from performing any of his or her obligations under this Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer in violation of this paragraph shall be void.

(b) Each Rollover Person further covenants and agrees, severally and not jointly, that such Rollover Person (i) shall promptly (and in any event within forty-eight (48) hours) notify Parent of any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Person, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company after the date hereof, and (ii) shall not exercise any of his or her Rollover Options from the date hereof until the cancellation thereof pursuant to Section 2(b) hereof or any termination of this Agreement pursuant to Section 6 hereof.

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4. Representations and Warranties of the Rollover Persons. To induce Parent to issue the Parent Shares and grant the Parent Options and Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, each Rollover Person makes, severally and not jointly, with respect to itself the following representations and warranties to Parent, each and all of which shall be true and correct as of the date of this Agreement and as of the Closing:

(a) Ownership of Shares and/or Options. (i) Such Rollover Person (A) is the beneficial owner of, and has good and valid title to, the Rollover Shares and/or the Rollover Options (as applicable), free and clear of Liens other than as created by this Agreement and the Voting Agreement, and (B) to the extent such Rollover Person holds or beneficially owns any Rollover Shares, has sole or shared (together with affiliates controlled by such Rollover Person only) voting power, power of disposition, and power to demand dissenter’s rights (if applicable), in each case with respect to all such Rollover Shares, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities laws, laws of the British Virgin Islands, laws of the People’s Republic of China and the terms of this Agreement and the Voting Agreement; (ii) to the extent such Rollover Person holds or beneficially owns any Rollover Shares, such Rollover Shares are not subject to any voting trust agreement or other Contract to which such Rollover Person is a party restricting or otherwise relating to the voting or Transfer of the Rollover Shares other than this Agreement and the Voting Agreement; and (iii) to the extent such Rollover Person holds or beneficially owns any Rollover Shares and/or Rollover Options, the Rollover Shares and/or Rollover Options are not Transferred pursuant to any Derivative Transaction. As of the date hereof, other than the Rollover Shares and the Rollover Options, such Rollover Person does not own, beneficially or of record, any Shares, Company Options, securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities). Such Rollover Person has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Rollover Shares or Rollover Options, except as contemplated by this Agreement or the Voting Agreement.

(b) Organization, Standing and Authority. Such Rollover Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover Person’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Person and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Person, enforceable against such Rollover Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Rollover Person is married, and any of the Rollover Shares or Rollover Options of such Rollover Person constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Person’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Person’s spouse, enforceable against such Rollover Person’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

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(c) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Rollover Person for the execution, delivery and performance of this Agreement by such Rollover Person or the consummation by such Rollover Person of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by such Rollover Person nor the consummation by such Rollover Person of the transactions contemplated hereby, nor compliance by such Rollover Person with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of any such Rollover Person that is an entity, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of such Rollover Person pursuant to any Contract to which such Rollover Person is a party or by which such Rollover Person or any property or asset of such Rollover Person is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Rollover Person or any of such Rollover Person’s properties or assets.

(d) Litigation. There is no Action pending against such Rollover Person or, to the knowledge of such Rollover Person, any other Person or, to the knowledge of such Rollover Person, threatened against any such Rollover Person or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Rollover Person of his or her obligations under this Agreement.

(e) Reliance. Such Rollover Person understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Rollover Person’s execution and delivery of this Agreement and the representations and warranties of such Rollover Person contained herein.

(f) Receipt of Information. Such Rollover Person has been afforded the opportunity to ask such questions as he or she has deemed necessary of, and to receive answers from, representatives of Parent and Merger Sub concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning Parent Shares and/or Parent Options. Such Rollover Person acknowledges that he or she has been advised to discuss with his or her own counsel the meaning and legal consequences of such Rollover Person’s representations and warranties in this Agreement and the transactions contemplated hereby.

5. Representations and Warranties of Parent. Parent makes the following representations and warranties to the Rollover Person, each and all of which shall be true and correct as of the date of this Agreement and as of the Closing:

(a) Organization, Standing and Authority. Parent is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its

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obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Rollover Person, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(b) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent nor the consummation by Parent of the transactions contemplated hereby nor compliance by Parent with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any property or asset of Parent is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of Parent’s properties or assets.

(c) Issuance of Parent Shares. The Parent Shares to be issued under this Agreement, when issued and delivered in accordance with the terms hereof and payment of the subscription price therefor, are duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens, other than restrictions arising under applicable securities laws and the Parent Shareholders Agreement (as defined below).

6. Other Covenants and Agreements.

(a) Each Rollover Person shall, severally and not jointly, bear and pay, reimburse, indemnify and hold harmless Parent, Merger Sub and any affiliate thereof (collectively, the “Indemnified Parties”) for, from and against (i) any and all liabilities for PRC Taxes imposed upon, incurred by or asserted against any of the Indemnified Parties, arising from or attributable to the receipt of Parent Shares and Parent Options by such Rollover Person or his or her affiliates pursuant to this Agreement (collectively, the “Tax Liabilities”) and (ii) any reasonable costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, interests, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the Tax Liabilities. For the avoidance of doubt, the term “Tax Liabilities” shall include any and all liability for PRC Taxes suffered by any of the Indemnified Parties as a result of the payments described in clause (i) above, including without limitation, any liability for withholding Taxes.

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(b) Each Rollover Person shall agree be subject to a definitive shareholders agreement to be negotiated by Mr. Yu Chuan Yih (the “Chairman”) and Parent and to be executed at or immediately following the Closing (the “Parent Shareholders Agreement”) pursuant to which each Rollover Person will agree to, among other covenants and agreements, certain transfer restrictions in respect of his or her equity interest in Parent, and certain management incentive arrangements (including employee stock option plans) to be provided by Parent.

(c) Each Rollover Person, if a PRC resident (as defined under SAFE Circular 75) and subject to any of the registration or reporting requirements of SAFE Circular 75, shall, as soon as practicable after the date hereof, submit an application to the State Administration of Foreign Exchange (“SAFE”) for the registration or amendment registration of his or her holding of Company Shares (whether directly or indirectly) in the Company in accordance with the requirements of SAFE Circular 75 (or any successor Law, rule or regulation) and complete such registration prior to the Closing.

7. Termination. This Agreement, and the obligation of the Rollover Persons to the cancellation of the Rollover Shares and Rollover Options, will terminate immediately upon the valid termination of the Merger Agreement in accordance with its terms; provided, that this Section 7 and Section 9 shall survive the termination of this Agreement, and the parties hereto shall continue to be liable for breaches of this Agreement occurring prior to the termination of this Agreement.

8. Further Assurances. Each Rollover Person hereby covenants that, from time to time, such Rollover Person will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, such further acts, conveyances, transfers, assignments, powers of attorney and assurances necessary to cancel all of the Rollover Shares and Rollover Options in accordance with the terms of this Agreement.

9. Miscellaneous.

(a) Amendments and Modification. This Agreement may not be amended, altered, supplemented or otherwise modified except upon the execution and delivery of a written agreement executed by each party hereto.

(b) Waiver. No failure or delay of any party hereto in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

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(c) Survival of Representations and Warranties. All representations and warranties of the Rollover Persons and Parent contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(d) Notices. All notices and other communications hereunder shall be in writing (in the English language) and shall be deemed duly given (i) upon receipt if delivered personally, or if by email or facsimile, upon confirmation of receipt by email or facsimile, (ii) one Business Day after being sent by express courier service, or (iii) three Business Days after being sent by registered or certified mail, return receipt requested. All notices hereunder shall be delivered to the addresses set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to any Rollover Person, in accordance with the contact information set forth next to such Rollover Person’s name on Schedule A hereto.

If to Parent:

Intertrust Corporate Services (Cayman) Limited

190 Elgin Avenue

George Town

Grand Cayman KY1-9005

Cayman Islands

with a copy to:

Mr. Yu Chuan Yih

c/o LJ International Inc.

Unit #12, 12/F, Block A

Focal Industrial Centre

21 Man Lok Street

Hung Hom, Kowloon, Hong Kong

Facsimile: +852 2764 3783

Email: yih@ljintl.com

with a copy (which shall not constitute notice) to:

Sidley Austin LLP

Suite 1901, Shui On Plaza

No. 333 Middle Huai Hai Road

Shanghai 200021

China

Attention: Mr. Joseph Chan

Facsimile: +86 21 5306 8966

Email: joseph.chan@sidley.com

and

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Urban Prosperity Holding Limited

Intertrust Corporate Services (Cayman) Limited

190 Elgin Avenue

George Town

Grand Cayman KY1-9005

Cayman Islands

with a copy to:

FountainVest Partners (Asia) Limited

Suite 705-708, ICBC Tower

3 Garden Road

Central, Hong Kong

Attention: Mr. George Chuang / Mr. Edward Yu / Mr. Brian Lee

Facsimile: +852 3107 2490

Email: georgechuang@fountainvest.com / edwardyu@fountainvest.com / brianlee@fountainvest.com

with a copy (which shall not constitute notice) to:

Fried, Frank, Harris, Shriver & Jacobson

1601 Chater House

8 Connaught Road Central

Hong Kong

Attention: Mr. Douglas Freeman / Mr. Victor Chen

Facsimile: +852 3760 3628

E-mail: douglas.freeman@friedfrank.com / victor.chen@friedfrank.com

(e) Entire Agreement. This Agreement (together with the Merger Agreement and the Voting Agreement to the extent referred to in this Agreement) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof.

(f) Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, except as specifically set forth in this Agreement, provided that, the Company is an express third party beneficiary of the covenant in Section 1 and, assuming full performance by the Rollover Person thereof, shall have the right directly to enforce specifically Section 1 of this Agreement against the Rollover Person and Parent in accordance with, and to the extent expressly permitted by, Section 9.07 of the Merger Agreement.

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(g) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to (to the greatest extent a New York court would permit) any applicable conflicts of law principles that would cause the application of the laws of any other jurisdiction.

(h) Jurisdiction; Enforcement. The parties hereto agree that any Action brought by any party hereto to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any State of New York or United States Federal court sitting in the Borough of Manhattan, the City of New York. Each party hereto submits to the jurisdiction of any such court in any Action seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such Action. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum.

(i) Specific Performance. The parties hereto acknowledge and agree that monetary damages would not be an adequate remedy in the event that any covenant or agreement in this Agreement is not performed in accordance with its terms, and therefore agree that, in addition to and without limiting any other remedy or right available, each party hereto will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. Each party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party hereto shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

(j) Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Parent may assign this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by Parent. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and, in the case of any applicable Rollover Person, his or her estate, heirs, beneficiaries, personal representatives and executors.

(k) Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

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(l) Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENTS OR INSTRUMENTS REFERRED TO IN THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF EACH OF THE PARTIES HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

(m) Counterparts. This Agreement may be executed in two or more counterparts, and by facsimile or, pdf format, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties; provided, however, that if any Rollover Person fails for any reason to execute, or perform his or her obligations under, this Agreement, this Agreement shall remain effective as to all other Rollover Persons executing this Agreement.

(n) No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

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IN WITNESS WHEREOF, Parent and the Rollover Persons have caused to be executed or executed this Agreement as of the date first written above.

[SIGNATURE PAGE – MANAGEMENT ROLLOVER AGREEMENT]

[SIGNATURE PAGE – MANAGEMENT ROLLOVER AGREEMENT]

[SIGNATURE PAGE – MANAGEMENT ROLLOVER AGREEMENT]

[SIGNATURE PAGE – MANAGEMENT ROLLOVER AGREEMENT]

[SIGNATURE PAGE – MANAGEMENT ROLLOVER AGREEMENT]

[SIGNATURE PAGE – MANAGEMENT ROLLOVER AGREEMENT]

Schedule A

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c/o LJ International Inc.

Unit #12, 12/F, Block A

Focal Industrial Centre

21 Man Lok Street

Hung Hom, Kowloon, Hong Kong

Facsimile: +852 2764 3783

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Exhibit 7.5

EXECUTION VERSION

SHI ROLLOVER AGREEMENT

This SHI ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of March 22, 2013 by and among Flora Bloom Holdings, a Cayman Islands exempted company (“Parent”), Mr. Zhicheng Shi (“Mr. Shi”), Primeon, Inc., a corporation formed under the laws of the State of Delaware and controlled by Mr. Shi(“Primeon”), Hillside Financial, a corporation formed under the laws of the State of Massachusetts and controlled by Mr. Shi (“Hillside”), and Shilin Investments, a partnership formed under the laws of the State of Maine and controlled by Mr. Shi (“Shilin”, together with Mr. Shi, Primeon and Hillside, the “Rollover Persons” and each, a “Rollover Person”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, concurrently herewith Parent, Flora Fragrance Holdings Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Parent (“Merger Sub”), and LJ International Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), are entering into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”);

WHEREAS, as of the date hereof, Mr. Shi controls Primeon, Hillside and Shilin, whether through equity ownership, contractually or otherwise;

WHEREAS, as of date hereof, the Rollover Persons are the registered holders and “beneficial owners” (within the meaning of Rule 13d-3 under the Exchange Act) of the number of ordinary shares, par value US$0.01 per share, of the Company (each, a “Company Share”) as set forth under the heading “Shares – Company Shares” opposite the Rollover Persons’ names on Schedule A hereto (such Shares, the “Rollover Shares”);

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, including the Merger, the Rollover Persons agree to (a) the cancellation of their Rollover Shares for nil consideration in the Merger, and (b) subscribe for newly issued ordinary shares of Parent, par value US$0.0001 per share (each, a “Parent Share” and collectively, the “Parent Shares”) immediately prior to the Closing;

WHEREAS, in order to induce Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, the Rollover Persons are entering into this Agreement; and

WHEREAS, the Rollover Persons acknowledge that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Rollover Persons as set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Parent and the Rollover Persons hereby agree as follows:

1. Rollover Shares.

(a) Subscription of Parent Shares. Immediately prior to the Closing, Parent shall issue to the Rollover Persons, and the Rollover Persons (or, if designated by the Rollover Persons in writing, in the name of an affiliate of the Rollover Persons) shall subscribe for, the number of Parent Shares at the ratio of one Rollover Share to one Parent Share and at a subscription price of US$0.0001 per share as set forth under the heading “Shares – Parent Shares” opposite the Rollover Persons’ name in Schedule A hereto. The Rollover Persons hereby acknowledge and agree that they shall have no right to any Merger Consideration in respect of their Rollover Shares.

(b) Cancellation of Rollover Shares. Subject to the terms and conditions set forth herein, the Rollover Persons agree that their Rollover Shares shall be cancelled at the Closing for nil consideration in connection with the Merger.

(c) Closing. Subject to the satisfaction in full (or waiver) of all of the conditions set forth in Sections 7.01 and 7.02 of the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription and issuance of Parent Shares contemplated hereby shall take place immediately prior to the Closing.

(d) Rollover Person SPV and Subsequent Rollover Shares. In connection with and for purposes of this Agreement, and subject to the terms of this Agreement, Mr. Shi may create a holding company (the “ Rollover Person SPV”) and (a) contribute the Company Shares of which the Rollover Persons are the “beneficial owners” (within the meaning of Rule 13d-3 under the Exchange Act) to the Rollover Person SPV in exchange for voting equity interests of the Rollover Person SPV, and (b) allow other shareholders of the Company proposed by Mr. Shi, and acceptable to Parent and the Chairman, to (i) contribute their Company Shares to the Rollover Person SPV in exchange for non-voting equity interests in the Rollover Person SPV and in such case, upon formation of the Rollover Person SPV, Mr. Shi shall cause the Rollover Person SPV to execute and deliver a joinder to this Agreement and the definition of “Rollover Persons” hereunder shall be deemed to include the “Rollover Person SPV” and Schedule A shall be updated accordingly, or (ii) to enter into a rollover agreement and voting agreement including terms and conditions that are substantially similar to this Agreement and the Voting Agreement (as defined below), respectively, provided such Company Shares shall not exceed 2% in the aggregate of the outstanding share capital of the Company. For purposes of the Merger Agreement, the shares of each such shareholder shall be deemed to be the “Subsequent Rollover Shares” and each such shareholder shall be deemed a “Subsequent Rollover Shareholders”, as such terms are defined and used in the Merger Agreement. The arrangements contemplated by this Section (d) must be completed by no later than two (2) months after the date of this Agreement.

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In the event that Mr. Shi forms the Rollover Person SPV in accordance with the foregoing paragraph, Mr. Shi agrees that he shall be the sole director of the Rollover Person SPV, and further agrees that he shall have (a) complete control over the management of the Rollover SPV, including with respect to voting and board composition, and (b) the sole right to control the voting and disposition of any securities of the Company acquired by means of purchase, dividend or distribution, the conversion of any convertible securities, or pursuant to the exercise of any options of the Company or otherwise.

2. Irrevocable Election.

(a) The execution of this Agreement by the Rollover Persons evidences, subject to Section 6 hereof, the irrevocable election and agreement by the Rollover Persons to subscribe for Parent Shares and agree to the cancellation of their Rollover Shares on the terms and conditions set forth herein. In furtherance of the foregoing, the Rollover Persons covenant and agree that from the date hereof until any termination of this Agreement pursuant to Section 5 hereof, the Rollover Persons shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of, any Rollover Shares or any right, title or interest thereto or therein (including by operation of law) including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Rollover Shares and which (x) has, or would reasonably be expected to have, the effect of reducing or limiting the Rollover Persons’ economic interest in such Rollover Shares and/or (y) grants a third party the right to vote or direct the voting of such Rollover Shares (any such transaction, a “Derivative Transaction”), (iii) deposit any Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement of even date herewith by and among Parent and the Rollover Persons (the “Voting Agreement”)) with respect to any Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of the Rollover Persons set forth in this Agreement untrue or incorrect or would prevent or delay the Rollover Persons from performing any of their obligations under this Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer in violation of this paragraph shall be void.

(b) The Rollover Persons further covenant and agree that they shall promptly (and in any event within forty-eight (48) hours) notify Parent of any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by the Rollover Persons, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company after the date hereof.

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3. Representations and Warranties of the Rollover Persons. To induce Parent to issue the Parent Shares and Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, the Rollover Persons make the following representations and warranties to Parent, each and all of which shall be true and correct as of the date of this Agreement and as of the Closing:

(a) Ownership of Shares. (i) Mr. Shi has the sole power to vote or dispose of the Company Shares held by Primeon, Hillside and Shilin, whether through equity ownership, contractually or otherwise; (ii) each Rollover Person (A) is the beneficial owner of, and has good and valid title to, the Rollover Shares, free and clear of Liens other than as set forth in (i) above and as created by this Agreement and the Voting Agreement, and (B) has sole or shared (together with affiliates controlled by such Rollover Person only) voting power, power of disposition, and power to demand dissenter’s rights (if applicable), in each case with respect to all such Rollover Shares, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities laws, laws of the British Virgin Islands and the terms of this Agreement and the Voting Agreement; (iii) the Rollover Shares are not subject to any voting trust agreement or other Contract to which any one of the Rollover Persons is a party restricting or otherwise relating to the voting or Transfer of the Rollover Shares other than as set forth in (i) above, this Agreement and the Voting Agreement; and (iii) the Rollover Shares are not Transferred pursuant to any Derivative Transaction. As of the date hereof, other than the Rollover Shares, the Rollover Persons do not own, beneficially or of record, any Shares, Company Options, other securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities). The Rollover Persons have not appointed or granted any proxy or power of attorney that is still in effect with respect to any Rollover Shares, except as contemplated by this Agreement or the Voting Agreement.

(b) Organization, Standing and Authority. The Rollover Persons have full legal power and capacity to execute and deliver this Agreement and to perform their obligations hereunder. This Agreement has been duly and validly executed and delivered by the Rollover Persons and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of the Rollover Persons, enforceable against the Rollover Persons in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If Mr. Shi is married, and any of the Rollover Shares of Mr. Shi constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by Mr. Shi’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of Mr. Shi’s spouse, enforceable against Mr. Shi’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of the Rollover Persons for the

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execution, delivery and performance of this Agreement by the Rollover Persons or the consummation by the Rollover Persons of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by the Rollover Persons nor the consummation by the Rollover Persons of the transactions contemplated hereby, nor compliance by the Rollover Persons with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of any such Rollover Person that is any entity, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of the Rollover Persons pursuant to any Contract to which the Rollover Persons is a party or by which the Rollover Persons or any property or asset of the Rollover Persons is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Rollover Persons or any of the Rollover Persons’ properties or assets.

(d) Litigation. There is no Action pending against the Rollover Persons or, to the knowledge of the Rollover Persons, any other Person or, to the knowledge of the Rollover Persons, threatened against the Rollover Persons or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by the Rollover Persons of their obligations under this Agreement.

(e) Reliance. Each Rollover Person understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Rollover Person’s execution and delivery of this Agreement and the representations and warranties of such Rollover Person contained herein.

(f) Receipt of Information. The Rollover Persons have been afforded the opportunity to ask such questions as they have deemed necessary of, and to receive answers from, representatives of Parent and Merger Sub concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning Parent Shares. The Rollover Persons acknowledge that they have been advised to discuss with their own counsel the meaning and legal consequences of the Rollover Persons’ representations and warranties in this Agreement and the transactions contemplated hereby.

4. Representations and Warranties of Parent. Parent makes the following representations and warranties to the Rollover Persons, each and all of which shall be true and correct as of the date of this Agreement and as of the Closing:

(a) Organization, Standing and Authority. Parent is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Rollover Persons, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

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(b) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent nor the consummation by Parent of the transactions contemplated hereby nor compliance by Parent with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any property or asset of Parent is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of Parent’s properties or assets.

(c) Issuance of Parent Shares. The Parent Shares to be issued under this Agreement, when issued and delivered in accordance with the terms hereof and payment of the subscription price therefor, are duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens, other than restrictions arising under applicable securities laws and the Parent Shareholders Agreement (as defined below).

5. Other Covenants and Agreements.

(a) The Rollover Persons shall bear and pay, reimburse, indemnify and hold harmless Parent, Merger Sub and any affiliate thereof (collectively, the “Indemnified Parties”) for, from and against (i) any and all liabilities for PRC Taxes imposed upon, incurred by or asserted against any of the Indemnified Parties, arising from or attributable to the receipt of Parent Shares by the Rollover Persons or their affiliates pursuant to this Agreement (collectively, the “Tax Liabilities”) and (ii) any reasonable costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, interests, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the Tax Liabilities. For the avoidance of doubt, the term “Tax Liabilities” shall include any and all liability for PRC Taxes suffered by any of the Indemnified Parties as a result of the payments described in clause (i) above, including without limitation, any liability for withholding Taxes.

(b) Each of the Rollover Persons shall be a passive investor in Parent and shall be subject to a definitive shareholders agreement in respect of Parent to be negotiated by the Chairman and Parent and to be executed at or immediately following the Closing pursuant to which each Rollover Person will agree to, among other covenants and agreements, certain transfer restrictions in respect of their equity interests in Parent and certain management incentive arrangements (including employee stock option plans) to be provided by Parent.

(c) Mr. Shi, if deemed a PRC resident (as defined under SAFE Circular 75) and subject to any of the registration or reporting requirements of SAFE Circular 75, shall, as soon as practicable after the date hereof, submit an application to the State Administration of Foreign Exchange (“SAFE”) for the registration or amendment registration of his holding of Company Shares (whether directly or indirectly) in the Company in accordance with the requirements of SAFE Circular 75 (or any successor Law, rule or regulation) and complete such registration prior to the Closing.

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6. Termination. This Agreement, and the obligation of the Rollover Persons to the cancellation of the Rollover Shares, will terminate immediately upon the valid termination of the Merger Agreement in accordance with its terms; provided, that this Section 6 and Section 8 shall survive the termination of this Agreement, and the parties hereto shall continue to be liable for breaches of this Agreement occurring prior to the termination of this Agreement.

7. Further Assurances. The Rollover Persons hereby covenant that, from time to time, the Rollover Persons will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, such further acts, conveyances, transfers, assignments, powers of attorney and assurances necessary to cancel all of the Rollover Shares in accordance with the terms of this Agreement.

8. Miscellaneous.

(a) Amendments and Modification. This Agreement may not be amended, altered, supplemented or otherwise modified except upon the execution and delivery of a written agreement executed by each party hereto.

(b) Waiver. No failure or delay of any party hereto in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

(c) Survival of Representations and Warranties. All representations and warranties of the Rollover Persons and Parent contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(d) Notices. All notices and other communications hereunder shall be in writing (in the English language) and shall be deemed duly given (i) upon receipt if delivered personally, or if by email or facsimile, upon confirmation of receipt by email or facsimile, (ii) one Business Day after being sent by express courier service, or (iii) three Business Days after being sent by registered or certified mail, return receipt requested. All notices hereunder shall be delivered to the addresses set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to the Rollover Persons:

c/o Mr. Zhicheng Shi

1 Novella Street

Lewiston, ME 04240

U.S.A.

Email: zhicheng@primeon.com

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If to Parent:

Intertrust Corporate Services (Cayman) Limited

190 Elgin Avenue

George Town

Grand Cayman KY1-9005

Cayman Islands

with a copy to:

Mr. Yu Chuan Yih

c/o LJ International Inc.

Unit #12, 12/F, Block A

Focal Industrial Centre

21 Man Lok Street

Hung Hom, Kowloon, Hong Kong

Facsimile: +86 755 2526 0329

Email: yih@ljintl.com

with a copy (which shall not constitute notice) to:

Sidley Austin LLP

Suite 1901, Shui On Plaza

No. 333 Middle Huai Hai Road

Shanghai 200021

China

Attention: Mr. Joseph Chan

Facsimile: +86 21 5306 8966

Email: joseph.chan@sidley.com

and

Urban Prosperity Holding Limited

Intertrust Corporate Services (Cayman) Limited

190 Elgin Avenue

George Town

Grand Cayman KY1-9005

Cayman Islands

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with a copy to:

FountainVest Partners (Asia) Limited

Suite 705-708, ICBC Tower

3 Garden Road

Central, Hong Kong

Attention: Mr. George Chuang / Mr. Edward Yu / Mr. Brian Lee

Facsimile: +852 3107 2490

Email: georgechuang@fountainvest.com / edwardyu@fountainvest.com / brianlee@fountainvest.com

with a copy (which shall not constitute notice) to:

Fried, Frank, Harris, Shriver & Jacobson

1601 Chater House

8 Connaught Road Central

Hong Kong

Attention: Mr. Douglas Freeman / Mr. Victor Chen

Facsimile: +852 3760 3611

E-mail: douglas.freeman@friedfrank.com / victor.chen@friedfrank.com

(e) Entire Agreement. This Agreement (together with the Merger Agreement and the Voting Agreement to the extent referred to in this Agreement) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof.

(f) Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, except as specifically set forth in this Agreement, provided that, the Company is an express third party beneficiary of the covenant in Section 1, and assuming full performance by the Rollover Persons thereof, shall have the right directly to enforce specifically Section 1 of this Agreement against the Rollover Persons and Parent in accordance with, and to the extent expressly permitted by, Section 9.07 of the Merger Agreement.

(g) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to (to the greatest extent a New York court would permit) any applicable conflicts of law principles that would cause the application of the laws of any other jurisdiction.

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(h) Jurisdiction; Enforcement. The parties hereto agree that any Action brought by any party hereto to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any State of New York or United States Federal court sitting in the Borough of Manhattan, the City of New York. Each party hereto submits to the jurisdiction of any such court in any Action seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such Action. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum.

(i) Specific Performance. The parties hereto acknowledge and agree that monetary damages would not be an adequate remedy in the event that any covenant or agreement in this Agreement is not performed in accordance with its terms, and therefore agree that, in addition to and without limiting any other remedy or right available, each party hereto will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. Each party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party hereto shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

(j) Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Parent may assign this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by Parent. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and, in the case of Mr. Shi, his estate, heirs, beneficiaries, personal representatives and executors.

(k) Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(l) Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY

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RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENTS OR INSTRUMENTS REFERRED TO IN THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF EACH OF THE PARTIES HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

(m) Counterparts. This Agreement may be executed in two or more counterparts, and by facsimile or, pdf format, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other party.

(n) No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

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IN WITNESS WHEREOF, Parent and the Rollover Persons have caused to be executed or executed this Agreement as of the date first written above.

[SIGNATURE PAGE – SHI ROLLOVER AGREEMENT]

[SIGNATURE PAGE – SHI ROLLOVER AGREEMENT]

Schedule A

Exhibit 7.6

EXECUTION VERSION

VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”) is entered into as of March 22, 2013 by and among Flora Bloom Holdings, a Cayman Islands exempted company (“Parent”), Flora Fragrance Holdings Limited, a British Virgin Islands business company and wholly-owned subsidiary of Parent (“Merger Sub”), and the shareholders of LJ International Inc., a British Virgin Islands business company (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and collectively the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

WHEREAS, Parent, Merger Sub and LJ International Inc. have, concurrently with the execution of this Agreement, entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified, the “Merger Agreement”), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, the Shareholders, Parent and Merger Sub are executing this agreement concurrently with the execution of the Merger Agreement;

WHEREAS, as of the date hereof, each Shareholder is entered in the register of members of the Company as the holder and beneficial owner (as defined under Rule 13d-3 of the Exchange Act) of (i) certain Shares and (ii) certain Company Options to acquire Shares as set forth opposite such Shareholder’ name on Schedule A hereto (such Shares and Company Options, together with any other Shares acquired (whether beneficially or of record) by the Shareholder after the date hereof and prior to the earlier of the Effective Time and the termination of all of the Shareholder’s obligations under this Agreement, including any Shares acquired by means of purchase, dividend or distribution, or issued upon the exercise of any Company Options or warrants or the conversion of any convertible securities or otherwise, being collectively referred to herein as the “Securities”);

WHEREAS, pursuant to that certain Chairman Rollover Agreement, that certain Management Rollover Agreement and that certain Shi Rollover Agreement, each dated as of the date hereof (together, the “Rollover Agreements”), the Shareholders have agreed, as applicable, to cancel certain of their Securities in the Merger and subscribe for ordinary shares of Parent at or immediately prior to the Closing in accordance with the terms and conditions of such agreements to which each is a party;

WHEREAS, receipt of the Requisite Company Vote is a condition to the consummation of the Merger; and

WHEREAS, as a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement and in consideration therefor, each Shareholder has agreed to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

VOTING; GRANT AND APPOINTMENT OF PROXY

Section 1.1 Voting. From and after the date hereof until the earlier of (a) the Effective Time and (b) the termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier time, the “Expiration Time”), each Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, or in connection with any written resolution of the Company’s shareholders, each Shareholder shall (i) appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy or written resolution, if applicable) all of such Shareholder’s Securities, without regard to any Change in Company Recommendation,

(A) for approval of the Merger Agreement and the transactions contemplated by the Merger Agreement,

(B) against any Competing Transaction, without regard to the terms of such Competing Transaction, or any other transaction, proposal, agreement or action made in opposition to approval of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement,

(C) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Shareholder of its obligations under this Agreement, including, without limitation: (i) any extraordinary corporate transaction, such as a scheme of arrangement, merger, consolidation or other business combination involving the Company or any of its Subsidiaries (other than the Merger); (ii) a sale, lease or transfer of a material amount of assets of the Company or any Subsidiary or a reorganization, recapitalization or liquidation of the Company or any Subsidiary; (iii) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise provided in the Merger Agreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s memorandum or articles of association, except if approved in writing by Parent; (v) any other action that would require the consent of Parent pursuant to Section 5.01 of the Merger Agreement, except if approved in writing by Parent; or (vi) any other material change in the Company’s corporate structure or business, except if approved in writing by Parent,

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(D) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Shareholder contained in this Agreement,

(E) in favor of any adjournment or postponement of the Shareholders’ Meeting as may be requested by Parent, and

(F) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement.

Section 1.2 Grant of Irrevocable Proxy; Appointment of Proxy.

(a) From and after the date hereof until the Expiration Time, each Shareholder hereby irrevocably appoints Parent and any designee thereof as its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) the Securities in accordance with Section 1.1 at any annual or special meeting of the Shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 is to be considered. Each Shareholder (and with respect to Mr. Yu Chuan Yih (“Mr. Yih”), except as provided for and in accordance with that certain share charge dated March 22, 2013 between Mr. Yih as chargor and Urban Prosperity Holding Limited as chargee (the “Share Charge”)) represents that all proxies, powers of attorney, instructions or other requests given by such Shareholder prior to the execution of this Agreement in respect of the voting of such Shareholder’s Securities, if any, are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

(b) Each Shareholder affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 above as instructed by Parent in writing prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.

Section 1.3 Restrictions on Transfers. Except as provided for in the Rollover Agreements or pursuant to the Merger Agreement, or, with respect to Mr. Yih, the Share Charge, each Shareholder hereby agrees that, from the date hereof until the Expiration Time, such Shareholder shall not, directly or indirectly, (a) sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of law or otherwise) (collectively, “Transfer”), either voluntarily or involuntarily, or enter into any Contract, option or other

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arrangement or understanding with respect to the Transfer of any Securities, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Securities and which (x) has, or would reasonably be expected to have, the effect of reducing or limiting such Shareholder’s economic interest in such Securities and/or (y) grants a third party the right to vote or direct the voting of such Securities (any such transaction, a “Derivative Transaction”), (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) convert or exchange, or take any action which would result in the conversion or exchange, of any Securities, (d) knowingly take any action that would make any representation or warranty of such Shareholder set forth in this Agreement untrue or incorrect or would prevent or delay such Shareholder from performing any of his, her, or its obligations under this Agreement, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b) (c) or (d).

ARTICLE II

NO SOLICITATION

Section 2.1 Restricted Activities. Prior to the Expiration Time, each Shareholder in its capacity as a shareholder of the Company shall not, and shall cause its officers, directors, employees, agents, advisors and other representatives (in each case, acting in their capacity as such to such Shareholder, in its capacity as a shareholder (the “Shareholder’s Representatives”)) not to, directly or indirectly: (i) solicit, initiate or encourage (including by way of furnishing nonpublic information), or take any other action to facilitate, any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to the Company’s shareholders) that constitutes, or could reasonably be expected to lead to, any Competing Transaction, (ii) enter into, maintain or continue discussions or negotiations with, or provide any nonpublic information to, any person or entity in furtherance of such inquiries or to obtain a proposal or offer for a Competing Transaction, (iii) agree to, approve, endorse or recommend any Competing Transaction or enter into any letter of intent or Contract or commitment contemplating or otherwise relating to any Competing Transaction, or (iv) resolve or propose or agree to do any of the foregoing.

Section 2.2 Notification. Each Shareholder, in its capacity as a shareholder of the Company, shall and shall cause such Shareholder’s Representatives to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may have been conducted heretofore with respect to a Competing Transaction. From and after the date hereof until the Expiration Time, each Shareholder shall promptly advise Parent in writing of (x) any Competing Transaction, (y) any request it receives in its capacity as a shareholder of the Company for non-public information relating to the Company or any Subsidiary, other than requests for information not reasonably expected to be related to or result into a Competing Transaction, and (z) any inquiry or request for discussion or negotiation it receives in its capacity as a shareholder of the Company regarding a Competing Transaction, including in each case the identity of the person making any such Competing Transaction or indication or inquiry and the

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terms of any such Competing Transaction or indication or inquiry (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements). Each Shareholder, in its capacity as a shareholder of the Company, shall keep Parent reasonably informed on a reasonably current basis of the status and terms (including any material changes to the terms thereof) of any such Competing Transaction or indication or inquiry (including, if applicable, any revised copies of written requests, proposals and offers) and the status of any such discussions or negotiations to the extent known by such Shareholder. This Section 2.2 shall not apply to any Competing Transaction received by the Company. Each Shareholder’s receipt, in its capacity as a shareholder of the Company, of any Competing Transaction shall not relieve such Shareholder from any of its obligations hereunder.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS

OF THE SHAREHOLDERS

Section 3.1 Representations and Warranties. Each Shareholder (and with respect to Mr. Yih, except as provided for and in accordance with the Share Charge) represents and warrants to Parent and Merger Sub as follows: (a) such Shareholder has full legal right, power, capacity and authority to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (b) this Agreement has been duly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder and no other actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (c) assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, this Agreement constitutes the valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, (d) the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or agreement binding upon such Shareholder or such Shareholder’s Securities, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except for filings with the Securities and Exchange Commission by such Shareholder, (e) except for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various states of the United States, such Shareholder owns, beneficially and of record, or controls all of its Securities, and all of such Securities are free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement and the Rollover Agreements), and has sole or shared (together with affiliates controlled by such Shareholder) voting power and power of disposition with respect to such Securities, with no restrictions on such Shareholder’s rights of voting or disposition pertaining thereto, and no person other than such Shareholder has any right to direct or approve the voting or disposition of any of such Shareholder’s Securities, and (f) such Shareholder has not Transferred any Securities pursuant to any Derivative Transaction. Each Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement.

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Section 3.2 Covenants. Each Shareholder (and with respect to Mr. Yih, subject to the Share Charge) hereby:

(a) agrees, prior to the Expiration Time, not to take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have or could have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Shareholder of its obligations under this Agreement;

(b) irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Shareholder may have with respect to such Shareholder’s Securities (including without limitation any rights under Section 179 of the BVI Companies Act) prior to the Expiration Time;

(c) agrees to promptly notify Parent and Merger Sub of the number of any new Securities acquired by the Shareholder after the date hereof and prior to the Expiration Time;

(d) agrees to permit the Company to publish and disclose in the Proxy Statement, such Shareholder’s identity and ownership of Shares or other equity securities of the Company and the nature of such Shareholder’s commitments, arrangements and understandings under this Agreement and the Rollover Agreements;

(e) authorizes the Company, Parent, Merger Sub and their respective counsel and representatives to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shareholder’s Securities (and that this Agreement places limits on the voting and transfer of such Securities);

(f) agrees that, prior to the Expiration Time, it shall support, and grant all approvals, and take all actions reasonably requested by Parent or Merger Sub to ensure that any and all Takeover Statutes shall be inapplicable to this Agreement, the Merger Agreement, the Merger or the other transactions contemplated by the Merger Agreement; and

(g) agrees that, upon request of Parent or Merger Sub, such Shareholder shall execute and deliver any additional documents, consents or instruments and take such further actions as may reasonably be deemed by Parent or Merger Sub to be necessary or desirable to carry out the provisions of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Section 4.1 Representations and Warranties of Parent and Merger Sub. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to each Shareholder as follows: (a) this Agreement has been duly and validly authorized by each of Parent’s and Merger

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Sub’s respective board of directors, (b) this Agreement has been duly executed and delivered by a duly authorized officer or other representative of each of Parent and Merger Sub, and (c) assuming this Agreement constitutes a valid and binding agreement of Shareholders, this Agreement constitutes a valid and binding agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub, as applicable, in accordance with its terms, and (d) the execution and delivery of this Agreement by Parent and Merger Sub does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or agreement binding upon Parent or Merger Sub, nor require any authorization, consent or approval of, or filing with, any Governmental Authority, except for filings with the Securities and Exchange Commission.

ARTICLE V

TERMINATION

Section 5.1 Termination. This Agreement shall terminate and be of no further force or effect upon the earlier to occur of (a) the Closing and (b) the date of termination of the Merger Agreement in accordance with its terms. Notwithstanding the preceding sentence, this Article V and Article VI shall survive any termination of this Agreement. Nothing in this Article V shall relieve or otherwise limit any party’s liability for any breach of this Agreement prior to termination.

ARTICLE VI

MISCELLANEOUS

Section 6.2 Notices. All notices and other communications hereunder shall be in writing (in the English language) and shall be deemed duly given (i) upon receipt if delivered personally, or if by email or facsimile, upon confirmation of receipt by email or facsimile, (ii) one Business Day after being sent by express courier service, or (iii) three Business Days after being sent by registered or certified mail, return receipt requested. All notices hereunder shall be delivered to the address set forth on the signature pages hereto under each party’s name, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

Section 6.3 Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

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Section 6.4 Entire Agreement. This Agreement (together with the Merger Agreement and the Rollover Agreements to the extent referred to in this Agreement) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof.

Section 6.5 Specific Performance. The parties hereto acknowledge and agree that monetary damages would not be an adequate remedy in the event that any covenant or agreement in this Agreement is not performed in accordance with its terms, and therefore agree that, in addition to and without limiting any other remedy or right available, each party hereto will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. Each party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party hereto shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

Section 6.6 Amendments and Modification. This Agreement may not be amended, altered, supplemented or otherwise modified except upon the execution and delivery of a written agreement executed by each party hereto.

Section 6.7 Waiver. No failure or delay of any party hereto in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

Section 6.8 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to (to the greatest extent a New York court would permit) any applicable conflicts of law principles that would cause the application of the laws of any other jurisdiction.

Section 6.9 Jurisdiction; Enforcement. The parties agree that any Action brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any State of New York or United States Federal court sitting in the Borough of Manhattan, the City of New York. Each of the parties submits to the jurisdiction of any such court in any Action seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such Action. Each party

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irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding in any such court or that any such proceeding brought in any such court has been brought in an inconvenient forum.

Section 6.10 WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENTS OR INSTRUMENTS REFERRED TO IN THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF EACH OF THE PARTIES IN NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

Section 6.11 Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, except as specifically set forth in this Agreement.

Section 6.12 Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Parent and Merger Sub may assign this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by Parent or Merger Sub, as applicable. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and, in the case of each Shareholder, his, her or its estate, heirs, beneficiaries, personal representatives and executors.

Section 6.13 No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

Section 6.14 Counterparts. This Agreement may be executed in two or more counterparts, and by facsimile or, pdf format, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties.

[Signature Pages to follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

[SIGNATURE PAGE – FORM OF VOTING AGREEMENT]

[SIGNATURE PAGE – FORM OF VOTING AGREEMENT]

[SIGNATURE PAGE – FORM OF VOTING AGREEMENT]