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 August 2022

Commission File Number: 001-35454

Vipshop Holdings Limited

Vipshop Headquarters, 128 Dingxin Road

Haizhu District, Guangzhou 510220

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  ☒                Form 40-F  ☐

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

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):  ☐

EXHIBIT INDEX

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: August 19, 2022

Exhibit 99.1

Vipshop Reports Unaudited Second Quarter 2022 Financial Results

Conference Call to Be Held at 7:30 A.M. U.S. Eastern Time on August 19, 2022

Guangzhou, China, August 19, 2022 – 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 quarter ended June 30, 2022.

Second Quarter 2022 Highlights

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Mr. Eric Shen, Chairman and Chief Executive Officer of Vipshop, stated, “Our second quarter results came in better than expected, driven by improving macro conditions with the COVID-19 pandemic effectively under control. Our business demonstrated strong execution and flexibility in helping our brand partners navigate through an uncertain environment with extensive support, while securing more supply of merchandise that appeal to the value of our customers. In addition, we have been refreshing our brand mix with new trendy and higher-end brands that cater to different customer groups. Our high-value customers continued to grow and showed resilient spending power. While macro uncertainties could linger ahead, we are steadfast in positioning ourselves for more opportunities in discount retail, adapting our business as needed to best serve our brand partners and customers.”

Mr. David Cui, Chief Financial Officer of Vipshop, further commented, “In the second quarter, we delivered solid profitability on top of decent topline performance that beat our prior guidance, thanks to our relentless efforts to drive operational efficiency. Our bottom-line and the overall margins achieved year-over-year increases as a result of effective cost savings and rational spending. In addition, we were committed to our share buyback plan and had repurchased US$177.1 million of our ADSs during the quarter. Looking ahead, we are confident to maintain healthy and sustainable profitability and create long-term value to our shareholders.”

Second Quarter 2022 Financial Results

REVENUES

Total net revenues for the second quarter of 2022 were RMB24.5 billion (US$3.7 billion), as compared with RMB29.6 billion in the prior year period, primarily attributable to soft consumer demand for discretionary categories amid a challenging macro environment with the COVID-19 resurgence in China.

GROSS PROFIT

Gross profit for the second quarter of 2022 was RMB5.0 billion (US$750.1 million), as compared with RMB6.0 billion in the prior year period. Gross margin for the second quarter of 2022 increased to 20.5% from 20.1% in the prior year period.

OPERATING EXPENSES

Total operating expenses for the second quarter of 2022 decreased by 18.7% year over year to RMB3.9 billion (US$588.0 million) from RMB4.8 billion in the prior year period. As a percentage of total net revenues, total operating expenses for the second quarter of 2022 decreased to 16.1% from 16.4% in the prior year period.

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INCOME FROM OPERATIONS

Income from operations for the second quarter of 2022 was RMB1.3 billion (US$189.4 million), as compared with RMB1.5 billion in the prior year period. Operating margin for the second quarter of 2022 increased to 5.2% from 5.0% in the prior year period.

Non-GAAP income from operations⁵ for the second quarter of 2022, which excluded share-based compensation expenses and amortization of intangible assets resulting from business acquisitions, was RMB1.6 billion (US$231.6 million), as compared with RMB1.7 billion in the prior year period. Non-GAAP operating margin⁶ for the second quarter of 2022 increased to 6.3% from 5.9% in the prior year period.

NET INCOME

Net income attributable to Vipshop’s shareholders for the second quarter of 2022 increased by 17.4% year over year to RMB1.3 billion (US$191.5 million) from RMB1.1 billion in the prior year period. Net margin attributable to Vipshop’s shareholders for the second quarter of 2022 increased to 5.2% from 3.7% in the prior year period. Net income attributable to Vipshop’s shareholders per diluted ADS⁷ for the second quarter of 2022 increased to RMB1.97 (US$0.29) from RMB1.56 in the prior year period.

Non-GAAP net income attributable to Vipshop’s shareholders for the second quarter of 2022, which excluded (i) share-based compensation expenses, (ii) impairment loss of investment, (iii) investment loss and revaluation of investments excluding dividends, (iv) reconciling items on the share of equity method investments, (v) amortization of intangible assets resulting from business acquisitions, and (vi) tax effects on non-GAAP adjustments, increased by 8.4% year over year to RMB1.6 billion (US$237.7 million) from RMB1.5 billion in the prior year period. Non-GAAP net margin attributable to Vipshop’s shareholders⁸ for the second quarter of 2022 increased to 6.5% from 5.0% in the prior year period. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS⁹ for the second quarter of 2022 increased to RMB2.45 (US$0.37) from RMB2.10 in the prior year period.

For the quarter ended June 30, 2022, the Company’s weighted average number of ADSs used in computing diluted income per ADS was 649,671,995.

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BALANCE SHEET AND CASH FLOW

As of June 30, 2022, the Company had cash and cash equivalents and restricted cash of RMB17.3 billion (US$2.6 billion) and short term investments of RMB4.1 billion (US$615.4 million).

For the quarter ended June 30, 2022, net cash generated from operating activities was RMB4.5 billion (US$666.7 million), and free cash flow¹⁰, a non-GAAP measurement of liquidity, was as follows:

Share Repurchase Program

On March 31, 2022, the Company announced a share repurchase program authorized by its board of directors under which the Company may repurchase up to US$1 billion of its ADSs or Class A ordinary shares for a 24-month period. As of June 30, 2022, the Company had repurchased US$177.1 million of its ADSs under the program.

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Environment, Social and Governance

On July 8, 2022, Vipshop was named Forbes China’s 2022 Best Employer and 2022 Most Sustainable Employer. The awards recognized the Company’s best practices in talent mangement and its commitment to sustainable development.

Business Outlook

For the third quarter of 2022, the Company expects its total net revenues to be between RMB21.2 billion and RMB22.4 billion, representing a year-over-year decrease rate of approximately 15% to 10%. These forecasts reflect the Company’s current and preliminary view on the market and operational conditions, which is subject to change.

Exchange Rate

The Company’s business is primarily conducted in China and the significant majority of revenues generated are denominated in Renminbi. This announcement contains currency conversions of Renminbi amounts into U.S. dollars solely for the convenience of the reader. Unless otherwise noted, all translations from Renminbi to U.S. dollars are made at a rate of RMB6.6981 to US$1.00, the effective noon buying rate on June 30, 2022 as set forth in the H.10 statistical release of the Federal Reserve Board. No representation is made that the Renminbi amounts could have been, or could be, converted, realized or settled into U.S. dollars at that rate on June 30, 2022, or at any other rate.

Conference Call Information

The Company will hold a conference call on Friday, August 19, 2022 at 7:30 am US Eastern Time, 7:30 pm Beijing Time to discuss the financial results.

All participants wishing to join the conference call must pre-register online using the link provided below.

Registration Link: https://register.vevent.com/register/BIb9eec4ae01f249d6bc23e596cc164be4

Once pre-registration has been completed, each participant will receive dial-in numbers and a unique access PIN via email. To join the conference, participants should use the dial-in details followed by the PIN code.

A live webcast of the earnings conference call can be accessed at https://edge.media-server.com/mmc/p/853ts7kw. An archived webcast will 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 https://ir.vip.com/.

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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; the potential impact of the COVID-19 to Vipshop’s business operations and the economy in China and elsewhere generally; 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 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 condensed consolidated financial information is derived from the Company’s unaudited interim condensed consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), except that comparative consolidated statements of income and cash flows for the period presented and detailed footnote disclosures required by Accounting Standards Codification 270, Interim Reporting (“ASC270”), have been omitted. 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 (i) share-based compensation expenses, (ii) impairment loss of investment, (iii) investment loss and revaluation of investments excluding dividends, (iv) reconciling items on the share of equity method investments, (v) amortization of intangible assets resulting from business acquisitions, and (vi) tax effects on non-GAAP adjustments. 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 revenues 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 revenues Free cash flow is net cash from operating activities adding back the impact from Internet financing activities and less capital expenditures, which include purchase and deposits of property and equipment and land use rights. Impact from Internet financing activities added back or deducted from free cash flow contains changes in the balances of financial products, which are primarily consumer financing and supplier financing that the Company provides to customers and suppliers. The Company believes that separate analysis and exclusion of the non-cash impact of (i) share-based compensation, (ii) impairment loss of investment, (iii) investment loss and revaluation of investments excluding dividends, (iv) reconciling items on the share of equity method investments, (v) amortization of intangible assets resulting from business acquisitions, and (vi) tax effects on non-GAAP adjustments add 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 (i) share-based compensation expenses, (ii) impairment loss of investment, (iii) investment loss and revaluation of investments excluding dividends, (iv) reconciling items on the share of equity method investments, (v) amortization of intangible assets resulting from business acquisitions, and (vi) tax effects on non-GAAP adjustments. 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,technology platform and Shan Shan Outlets. Share-based compensation expenses 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.

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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

Tel: +86 (20) 2233-0732

Email: IR@vipshop.com

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Vipshop Holdings Limited

Unaudited Condensed Consolidated Statements of Income and Comprehensive Income

(In thousands, except for share and per share data)

Vipshop Holdings Limited

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except for share and per share data)

Vipshop Holdings Limited

Reconciliations of GAAP and Non-GAAP Results