UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2018

Commission File Number: 001-35454

Vipshop Holdings Limited

No. 20 Huahai Street

Liwan District, Guangzhou 510370

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F    x               Form 40-F    o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 13, 2018

EXHIBIT INDEX

Exhibit 99.1

Vipshop Reports Unaudited Fourth Quarter and Full Year 2017 Financial Results

Conference Call to Be Held at 8:00 A.M. U.S. Eastern Time on February 13, 2018

Guangzhou, China, February 12, 2018 — Vipshop Holdings Limited (NYSE: VIPS), a leading online discount retailer for brands in China (“Vipshop” or the “Company”), today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2017.

Fourth Quarter and Full Year 2017 Highlights

·                  Total net revenue for the fourth quarter of 2017 increased by 27.1% year over year to RMB24.1 billion (US$3.7 billion) from RMB19.0 billion in the prior year period. Total net revenue for the full year of 2017 increased by 28.8% year over year to RMB72.9 billion (US$11.2 billion) from RMB56.6 billion in the prior year.

·                  The number of active customers1 for the full year of 2017 increased by 11% year over year to 57.8 million from 52.1 million in the prior year.

·                  Total orders2 for the fourth quarter of 2017 increased by 27% year over year to 104.2 million from 82.0 million in the prior year period. Total orders for the full year of 2017 increased by 24% year over year to 335.0 million from 269.8 million in the prior year.

·                  Gross profit for the fourth quarter of 2017 increased by 17.3% year over year to RMB5.2 billion (US$805.4 million) from RMB4.5 billion in the prior year period. Gross profit for the full year of 2017 increased by 19.8% year over year to RMB16.3 billion (US$2.5 billion) from RMB13.6 billion in the prior year.

·                  Net income attributable to Vipshop’s shareholders for the fourth quarter of 2017 was RMB673.2 million (US$103.5 million), as compared with RMB767.8 million in the prior year period. Net income attributable to Vipshop’s shareholders for the full year of 2017 was RMB1.9 billion (US$299.7 million), as compared with RMB2.0 billion in the prior year.

·                  Non-GAAP net income attributable to Vipshop’s shareholders3 for the fourth quarter of 2017 was RMB888.1 million (US$136.5 million), as compared with RMB970.3 million in the prior year period. Non-GAAP net income attributable to Vipshop’s shareholders for the full year of 2017 was RMB3.0 billion (US$457.3 million), as compared with RMB2.9 billion in the prior year.

Mr. Eric Shen, Chairman and Chief Executive Officer of Vipshop, stated, “We are pleased to have delivered solid results in the fourth quarter of 2017. During this quarter, we announced our strategic partnership with Tencent and JD.com, which we believe will contribute meaningfully to our customer growth and market share gain. In addition, we are delighted to have become the sponsor and exclusive Chinese e-commerce partner for London Fashion Week, further strengthening our leadership in our core categories and solidifying our strong position in the fashion industry. Through this partnership, we aim to introduce more desirable brands to the Vipshop platform and increase our exposure in the global fashion scene.”

1 “Active customers” are defined as registered members who have purchased from the Company or the Company’s online marketplace platforms at least once during the relevant period.

2 “Total orders” are defined as the total number of orders placed during the relevant period, including the orders for products and services sold in the Company’s online sales business and on the Company’s online marketplace platforms, net of orders returned.

3 Non-GAAP net income attributable to Vipshop’s shareholders is a non-GAAP financial measure, which is defined as net income attributable to Vipshop’s shareholders excluding share-based compensation expenses, impairment loss of investments, and amortization of intangible assets resulting from business acquisitions and equity method investments.

Mr. Donghao Yang, Chief Financial Officer of Vipshop, further commented, “In the fourth quarter of 2017, we delivered robust financial results. Our topline increased by 27% year over year, which was above the high-end of our guidance range. Driven by improved customer loyalty and stickiness, our average revenue per customer increased by a solid 22% year over year. We believe the high-quality traffic from Tencent and JD.com will boost our topline growth, enabling us to achieve further operating leverage in the long run.”

Recent Business Highlights

·                  In the fourth quarter of 2017, Vipshop received strategic investment of approximately US$863 million from Tencent and JD.com in consideration for newly issued Class A ordinary shares of Vipshop (the “Investment Shares”) representing approximately 10% of Vipshop’s total issued shares. As a result, Tencent and JD.com beneficially own, taking into account any existing holding, approximately 7% and 5.5%, respectively, of Vipshop’s total issued shares. The Investment Shares are subject to a two-year lock-up period, and Tencent and JD.com have the right to appoint a director and an observer, respectively, to Vipshop’s board of directors. In order to maintain director and board observer rights after the lock-up period, Tencent and JD.com have to increase their holdings of Vipshop’s total shares issued to 12% and 8%, respectively, unless otherwise agreed to by Vipshop. Concurrently with the strategic investment, Tencent, JD.com and Vipshop established strategic partnerships, through which Vipshop will have traffic access on WeChat Wallet, JD.com’s main page, and JD.com’s WeChat Discovery shopping portal.

·                  In the fourth quarter of 2017, Vipshop’s average revenue per customer increased by 22% year over year, driven by the robust 22% year-over-year increase in average number of orders per customer. During the quarter, 84% of customers were repeat customers, up from 75% in the prior year period. Approximately 96% of orders were placed by repeat customers, up from 92% in the prior year period. For the full year of 2017, more than 71% of customers were repeat customers, up from 67% in the prior year, and 95% of orders were placed by repeat customers, up from 94% in the prior year.

·                  In the fourth quarter of 2017, Vipshop added a local warehouse in Quanzhou, China, which brings the Company’s total number of local warehouses to fifteen as of December 31, 2017. In addition, the Company expanded its overseas warehousing space by adding new locations in Italy and the United Kingdom, bringing its total international warehousing capacity to approximately 53,000 square meters. As of December 31, 2017, Vipshop has approximately 2.5 million square meters of total warehousing space, of which around 1.5 million square meters is owned by the Company.

·                  During the fourth quarter of 2017, Vipshop delivered approximately 99% of its orders through its in-house last mile delivery network, up from 91% in the prior year period. More than 77% of customer returns were handled directly by Vipshop’s in-house last mile delivery network, as compared to more than 60% in the same period in 2016.

·                  As of December 31, 2017, close to one million customers enrolled in the Company’s Super VIP Paid Membership Program. The average revenue per customer and shopping frequency of the program’s paid members increased significantly year over year.

·                  More than 3,600 brands participated in Vipshop’s anniversary sale on December 8, 2017, representing a 122% increase from December 8, 2016, which is an endorsement of the strength of the Vipshop platform and its value to brands.

·                  Vipshop recently added a number of popular domestic and international brands to its platform, such as Vera Wang and Jil Sander Navy.

·                  On January 25, 2018, Vipshop announced that it has become a sponsor and the exclusive Chinese e-commerce partner for London Fashion Week, one of the most influential fashion events worldwide. Through this sponsorship and partnership, Vipshop aims to introduce more trendy and authentic British brands to Chinese consumers via its powerful platform. At the same time, the Company intends to showcase China-inspired fashion concepts to a global audience. The two parties will officially launch the cooperation ceremony and hold a brand recruitment event on February 16, 2018.

·                  During the fourth quarter of 2017, approximately 5.0 million customers used Vipshop’s Internet consumer financing services, representing a 107% year-over-year increase from 2.4 million users in the prior year period.

Fourth Quarter 2017 Financial Results

REVENUE

Total net revenue for the fourth quarter of 2017 increased by 27.1% year over year to RMB24.1 billion (US$3.7 billion) from RMB19.0 billion in the prior year period, primarily driven by the growth in the number of total active customers and average revenue per customer.

The number of active customers for the fourth quarter of 2017 increased by 4% year over year to 28.6 million from 27.5 million in the prior year period. The number of total orders for the fourth quarter of 2017 increased by 27% year over year to 104.2 million from 82.0 million in the prior year period.

GROSS PROFIT

Gross profit for the fourth quarter of 2017 increased by 17.3% to RMB5.2 billion (US$805.4 million) from RMB4.5 billion in the prior year period. Gross margin for the fourth quarter of 2017 was 21.7% as compared with 23.5% in the prior year period. The Company continues to balance investment in promotional activities for market share gain with its broader marketing efforts.

OPERATING INCOME AND EXPENSES

Total operating expenses for the fourth quarter of 2017 were RMB4.4 billion (US$680.9 million), as compared with RMB3.7 billion in the prior year period. As a percentage of total net revenue, total operating expenses for the fourth quarter of 2017 decreased to 18.4% from 19.3% in the prior year period.

·                    Fulfillment expenses for the fourth quarter of 2017 were RMB2.1 billion (US$329.7 million), as compared with RMB1.6 billion in the prior year period, primarily reflecting an increase in sales volume and number of orders fulfilled. As a percentage of total net revenue, fulfillment expenses for the fourth quarter of 2017 were 8.9% as compared with 8.7% in the prior year period.

·                       Marketing expenses for the fourth quarter of 2017 were RMB1.0 billion (US$156.5 million), as compared with RMB920.0 million in the prior year period. As a percentage of total net revenue, marketing expenses for the fourth quarter of 2017 decreased to 4.2% from 4.8% in the prior year period.

·                       Technology and content expenses for the fourth quarter of 2017 were RMB486.1 million (US$74.7 million), as compared with RMB470.9 million in the prior year period. As a percentage of total net revenue, technology and content expenses for the fourth quarter of 2017 decreased to 2.0% from 2.5% in the prior year period.

·                       General and administrative expenses for the fourth quarter of 2017 were RMB780.2 million (US$119.9 million), as compared with RMB624.1 million in the prior year period. As a percentage of total net revenue, general and administrative expenses for the fourth quarter of 2017 decreased to 3.2% from 3.3% in the prior year period.

Income from operations for the fourth quarter of 2017 was RMB883.9 million (US$135.9 million), as compared with RMB938.9 million in the prior year period. Operating margin for the fourth quarter of 2017 was 3.7% as compared with 4.9% in the prior year period.

Non-GAAP income from operations4, which excludes share-based compensation expenses and amortization of intangible assets resulting from business acquisitions, was RMB1.1 billion (US$169.4 million) as compared with RMB1.2 billion in the prior year period. Non-GAAP operating income margin5 for the fourth quarter of 2017 was 4.6% as compared with 6.1% in the prior year period.

NET INCOME

Net income attributable to Vipshop’s shareholders for the fourth quarter of 2017 was RMB673.2 million (US$103.5 million), as compared with RMB767.8 million in the prior year period. Net margin attributable to Vipshop’s shareholders for the fourth quarter of 2017 was 2.8% as compared with 4.0% in the prior year period, primarily attributable to the Company’s investment in promotional activities for market share gain. Net income attributable to Vipshop’s shareholders per diluted ADS6 was RMB1.07 (US$0.17) as compared with RMB1.26 in the prior year period.

Non-GAAP net income attributable to Vipshop’s shareholders, which excludes share-based compensation expenses, impairment loss of investments, and amortization of intangible assets resulting from business acquisitions and equity method investments, was RMB888.1 million (US$136.5 million) as compared with RMB970.3 million in the prior year period. Non-GAAP net margin attributable to Vipshop’s shareholders7 for the fourth quarter of 2017 was 3.7% as compared with 5.1% in the prior year period. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS8 was RMB1.41 (US$0.22) as compared with RMB1.58 in the prior year period.

4 Non-GAAP income from operations is a non-GAAP financial measure, which is defined as income from operations excluding share-based compensation expenses and amortization of intangible assets resulting from business acquisitions.

5 Non-GAAP operating income margin is a non-GAAP financial measure, which is defined as non-GAAP income from operations as a percentage of total net revenues.

6 “ADS” means American depositary share, each of which represents 0.2 Class A ordinary share.

7 Non-GAAP net margin attributable to Vipshop’s shareholders is a non-GAAP financial measure, which is defined as non-GAAP net income attributable to Vipshop’s shareholders, as a percentage of total net revenues.

8 Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS is a non-GAAP financial measure, which is defined as non-GAAP net income attributable to Vipshop’s shareholders, divided by weighted average number of diluted ADS outstanding for computing diluted earnings per ADS.

For the quarter ended December 31, 2017, the Company’s weighted average number of ADSs used in computing diluted income per ADS was 630,538,703.

BALANCE SHEET AND CASH FLOW

As of December 31, 2017, the Company had cash and cash equivalents and restricted cash of RMB10.2 billion (US$1.6 billion) and held-to-maturity securities of RMB246.0 million (US$37.8 million).

For the quarter ended December 31, 2017, net cash from operating activities was RMB0.9 billion (US$134.9 million), and free cash flow9, a non-GAAP measurement of liquidity, was as follows:

For the three months ended

Full Year 2017 Financial Results

Total net revenue for the full year of 2017 increased by 28.8% year over year to RMB72.9 billion (US$11.2 billion) from RMB56.6 billion in the prior year, primarily driven by the growth in the number of total active customers and average revenue per customer.

The number of active customers for the full year of 2017 increased by 11% year over year to 57.8 million from 52.1 million in the prior year. The number of total orders for the full year of 2017 increased by 24% year over year to 335.0 million from 269.8 million in the prior year.

Gross profit for the full year of 2017 increased by 19.8% to RMB16.3 billion (US$2.5 billion) from RMB13.6 billion in the prior year. Gross margin for the full year of 2017 was 22.3% as compared with 24.0% in the prior year.

Income from operations for the full year of 2017 was RMB2.7 billion (US$413.5 million), as compared with RMB2.7 billion in the prior year. Operating margin for the full year of 2017 was 3.7% as compared with 4.8% in the prior year.

Non-GAAP income from operations for the full year of 2017 was RMB3.7 billion (US$568.3 million), as compared with RMB3.5 billion in the prior year. Non-GAAP operating income margin for the full year of 2017 was 5.1% as compared with 6.2% in the prior year.

Net income attributable to Vipshop’s shareholders for the full year of 2017 was RMB1.9 billion (US$299.7 million), as compared with RMB2.0 billion in the prior year. Net margin attributable to Vipshop’s shareholders for the full year of 2017 was 2.7% as compared with 3.6% in the prior year. Net income attributable to Vipshop’s shareholders per diluted ADS was RMB3.19 (US$0.49), as compared with RMB3.37 in the prior year.

9 Free cash flow is a non-GAAP financial measure, which means the operating cash flow adding back the impact from Internet financing activities and less capital expenditures, which include purchase of property and equipment, purchase and deposits of land use rights, and purchase of other assets.

Non-GAAP net income attributable to Vipshop’s shareholders for the full year of 2017 was RMB3.0 billion (US$457.3 million), as compared with RMB2.9 billion in the prior year. Non-GAAP net margin attributable to Vipshop’s shareholders for the full year of 2017 was 4.1% as compared with 5.1% in the prior year. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS increased to RMB4.82 (US$0.74) from RMB4.69 in the prior year.

For the full year of 2017, the Company’s weighted average number of ADSs used in computing diluted earnings per ADS was 628,579,165.

For the full year of 2017, net cash from operating activities was RMB1.0 billion (US$150.8 million), and free cash flow, a non-GAAP measurement of liquidity, was as follows:

For the trailing twelve months ended

Business Outlook

For the first quarter of 2018, the Company expects its total net revenue to be between RMB19.1 billion and RMB19.9 billion, representing a year-over-year growth rate of approximately 20% to 25%. These forecasts reflect the Company’s current and preliminary view on the market and operational conditions, which is subject to change.

Exchange Rate

This announcement contains currency conversions of certain Renminbi amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from Renminbi to U.S. dollars are made at a rate of RMB6.5063 to US$1.00, the effective noon buying rate for December 29, 2017 as set forth in the H.10 statistical release of the Federal Reserve Board.

Conference Call Information

The Company will hold a conference call on Tuesday, February 13, 2018 at 8:00 am Eastern Time or 9:00 pm Beijing Time to discuss its financial results and operating performance for the fourth quarter and full year 2017.

The replay will be accessible through February 21, 2018 by dialing the following numbers:

A live and archived webcast of the conference call will also be available at the Company’s investor relations website at http://ir.vip.com.

About Vipshop Holdings Limited

Vipshop Holdings Limited is a leading online discount retailer for brands in China. Vipshop offers high quality and popular branded products to consumers throughout China at a significant discount to retail prices. Since it was founded in August 2008, the Company has rapidly built a sizeable and growing base of customers and brand partners. For more information, please visit www.vip.com.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as Vipshop’s strategic and operational plans, contain forward-looking statements. Vipshop may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Vipshop’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Vipshop’s goals and strategies; Vipshop’s future business development, results of operations and financial condition; the expected growth of the online discount retail market in China; Vipshop’s ability to attract customers and brand partners and further enhance its brand recognition; Vipshop’s expectations regarding demand for and market acceptance of flash sales products and services; competition in the discount retail industry; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Vipshop’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and Vipshop does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Use of Non-GAAP Financial Measures

The unaudited condensed consolidated financial information is prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), except that the consolidated statements of cash flows, and the detailed notes required by Accounting Standards Codification 270 Interim Reporting (“ASC270”), have not been presented. Vipshop uses non-GAAP net income attributable to Vipshop’s shareholders, non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS, non-GAAP income from operations, non-GAAP operating income margin, non-GAAP net margin attributable to Vipshop’s shareholders, and free cash flow, each of which is a non-GAAP financial measure. Non-GAAP net income attributable to Vipshop’s shareholders is net income attributable to Vipshop’s shareholders excluding share-based compensation expenses, impairment loss of investments, and amortization of intangible assets resulting from business acquisitions and equity method investments. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS is computed using non-GAAP net income attributable to Vipshop’s shareholders divided by weighted average number of diluted ADS outstanding for computing diluted earnings per ADS. Non-GAAP income from operations is income from operations excluding share-based compensation expenses and amortization of intangible assets resulting from business acquisitions. Non-GAAP operating income margin is non-GAAP income from operations as a percentage of total net revenue. Non-GAAP net margin attributable to Vipshop’s shareholders is non-GAAP net income attributable to Vipshop’s shareholders as a percentage of total net revenue. Free cash flow is the operating cash flow adding back the impact from Internet financing activities and less capital expenditures, which include purchase of property and equipment, purchase and deposits of land use rights, and purchase of other assets. The Company believes that separate analysis and exclusion of the non-cash impact of share-based compensation, impairment loss of investments and amortization of intangible assets adds clarity to the constituent parts of its performance. The Company reviews these non-GAAP financial measures together with GAAP financial measures to obtain a better understanding of its operating performance. It uses these non-GAAP financial measures for planning, forecasting and measuring results against the forecast. The Company believes that non-GAAP financial measures are useful supplemental information for investors and analysts to assess its operating performance without the effect of non-cash share-based compensation expenses, impairment loss of investments, and amortization of intangible assets. Free cash flow enables the Company to assess liquidity and cash flow, taking into account the impact from Internet financing activities and the financial resources needed for the expansion of fulfillment infrastructure and technology platform. Share-based compensation expenses and amortization of intangible assets have been and will continue to be significant recurring expenses in its business. However, the use of non-GAAP financial measures has material limitations as an analytical tool. One of the limitations of using non-GAAP financial measures is that they do not include all items that impact the Company’s net income for the period. In addition, because non-GAAP financial measures are not measured in the same manner by all companies, they may not be comparable to other similar titled measures used by other companies. One of the key limitations of free cash flow is that it does not represent the residual cash flow available for discretionary expenditures.

The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial measures, please see the table captioned “Vipshop Holdings Limited Reconciliations of GAAP and Non-GAAP Results” at the end of this release.

Investor Relations Contact

Jessie Fan

Tel: +86 (20) 2233-0732

Email: IR@vipshop.com

Vipshop Holdings Limited

Unaudited Condensed Consolidated Statements of Income and Comprehensive Income

(In thousands, except per share data)

Vipshop Holdings Limited

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except per share data)

Vipshop Holdings Limited

Reconciliations of GAAP and Non-GAAP Results