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Document and Entity Information
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12 Months Ended |
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Dec. 31, 2012
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| Document and Entity Information | |
| Entity Registrant Name | Vipshop Holdings Ltd |
| Entity Central Index Key | 0001529192 |
| Document Type | 20-F |
| Document Period End Date | Dec. 31, 2012 |
| Amendment Flag | false |
| Current Fiscal Year End Date | --12-31 |
| Entity Well-known Seasoned Issuer | No |
| Entity Voluntary Filers | No |
| Entity Current Reporting Status | Yes |
| Entity Filer Category | Non-accelerated Filer |
| Entity Common Stock, Shares Outstanding | 101,284,881 |
| Document Fiscal Year Focus | 2012 |
| Document Fiscal Period Focus | FY |
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- Definition
If the value is true, then the document is an amendment to previously-filed/accepted document. No definition available.
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- Definition
End date of current fiscal year in the format --MM-DD. No definition available.
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- Definition
This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY. No definition available.
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- Definition
This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
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- Definition
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD. No definition available.
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- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word "Other". No definition available.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument. No definition available.
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- Definition
Indicate "Yes" or "No" whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate "Yes" or "No" if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. No definition available.
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- Definition
Indicate "Yes" or "No" if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A. No definition available.
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- Details
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| X | ||||||||||
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- Definition
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The current portion of prepayments received from customers for goods or services to be provided in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The carrying amount of consideration received or receivable as of the balance sheet date on potential earnings that were not recognized as revenue in conformity with GAAP, and which are expected to be recognized as such within one year or the normal operating cycle, if longer, including sales, license fees, and royalties, but excluding interest income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value of amounts transferred to third parties for security purposes that are expected to be returned or applied towards payment within one year or during the operating cycle, if shorter. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value of amounts transferred to third parties for security purposes that are expected to be returned or applied towards payment after one year or beyond the operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
For an unclassified balance sheet, this item represents investments in debt securities which are categorized as held-to-maturity. The held-to-maturity category is for those securities that the entity has the positive intent and ability to hold until maturity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount (lower of cost or market) as of the balance sheet date of inventories less all valuation and other allowances. Excludes noncurrent inventory balances (expected to remain on hand past one year or one operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all Liabilities and Stockholders' Equity items (or Partners' Capital, as applicable), including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Aggregate carrying amount, as of the balance sheet date, of noncurrent assets not separately disclosed in the balance sheet. Noncurrent assets are expected to be realized or consumed after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The carrying amount of other receivables, net, due within one year of the balance sheet date (or one operating cycle, if longer) from third parties or arising from transactions not separately disclosed. No definition available.
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- Definition
Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount, net of accumulated depreciation, depletion and amortization, of long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The carrying amounts of cash and cash equivalent items which are restricted as to withdrawal or usage. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or entity statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. Excludes compensating balance arrangements that are not agreements which legally restrict the use of cash amounts shown on the balance sheet. For a classified balance sheet represents the current portion only (the noncurrent portion has a separate concept); there is a separate and distinct element for unclassified presentations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount at the balance sheet date of borrowings from a bank, not elsewhere enumerated in the taxonomy, with a maturity within one year (or within one operating cycle if longer) from the date of borrowing. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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CONSOLIDATED BALANCE SHEETS (Parenthetical) (VIE, USD $)
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Dec. 31, 2012
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Dec. 31, 2011
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|---|---|---|
| CURRENT LIABILITIES | ||
| Accounts payable of the VIE without recourse to the Company | $ 101,556 | $ 2,243,711 |
| Advance from customers of the VIE without recourse to the Company | 55,948,713 | 15,378,465 |
| Accrued expenses and other current liabilities of the VIE without recourse to the Company | 24,908,418 | 11,825,417 |
| Amounts due to related parties of the VIE without recourse to the Company | 789,057 | 2,992,516 |
| Deferred income of the VIE without recourse to the Company | $ 10,850,319 | $ 2,569,655 |
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- Definition
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The current portion of prepayments received from customers for goods or services to be provided in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The carrying amount of consideration received or receivable as of the balance sheet date on potential earnings that were not recognized as revenue in conformity with GAAP, and which are expected to be recognized as such within one year or the normal operating cycle, if longer, including sales, license fees, and royalties, but excluding interest income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
The amount of expense in the period for communications and data processing expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the reporting entity. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, but excludes any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Total costs related to goods produced and sold during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The aggregate foreign currency transaction gain (loss) (both realized and unrealized) included in determining net income for the reporting period. Excludes foreign currency transactions designated as hedges of net investment in a foreign entity and intercompany foreign currency transactions that are of a long-term nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements. For certain enterprises, primarily banks, that are dealers in foreign exchange, foreign currency transaction gains (losses) may be disclosed as dealer gains (losses). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Sum of operating profit and nonoperating income or expense before Income or Loss from equity method investments, income taxes, extraordinary items, and noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
The sum of the current income tax expense or benefit and the deferred income tax expense or benefit pertaining to pretax Income or Loss from continuing operations; income tax expense or benefit may include interest and penalties on tax uncertainties based on the entity's accounting policy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cost of borrowed funds accounted for as interest that was charged against earnings during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Income derived from investments in debt securities and on cash and cash equivalents the earnings of which reflect the time value of money or transactions in which the payments are for the use or forbearance of money. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Expenditures for planning and executing the conception, pricing, promotion, and distribution of ideas, goods, and services. Costs of public relations and corporate promotions are typically considered to be marketing costs. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Net income after adjustments for dividends on preferred stock (declared in the period) and/or cumulative preferred stock (accumulated for the period). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
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| X | ||||||||||
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- Definition
Net of tax and reclassification adjustments of the change in the balance sheet adjustment that results from the process of translating subsidiary financial statements and foreign equity investments into the reporting currency of the reporting entity. Also includes the following: gain (loss) on foreign currency forward exchange contracts; foreign currency transactions designated as hedges of net investment in a foreign entity and intercompany foreign currency transactions that are of a long-term nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; and gain (loss) on a derivative instrument or nonderivative financial instrument that may give rise to a foreign currency transaction gain (loss) that has been designated and qualified as a hedging instrument for hedging of the foreign currency exposure of a net investment in a foreign operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
The total amount of other operating income, the components of which are not separately disclosed on the income statement, from items that are associated with the entity's normal revenue producing operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The amount of preferred stock dividends that is an adjustment to net income apportioned to common stockholders. No definition available.
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| X | ||||||||||
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- Definition
Total revenue from sale of goods and services rendered during the reporting period, in the normal course of business, reduced by sales returns and allowances, and sales discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Represents the amount of fulfillment expenses incurred during the period, such expenses also includes shipping and handling. No definition available.
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| X | ||||||||||
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- Definition
Represents the net amount of income and expenses which are generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. No definition available.
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CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) (USD $)
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12 Months Ended | ||
|---|---|---|---|
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Dec. 31, 2012
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Dec. 31, 2011
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Dec. 31, 2010
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| CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) | |||
| Inventory written down | $ 12,166,659 | $ 1,694,336 | $ 2,601,368 |
| Shipping and handling expenses | $ 53,897,805 | $ 29,416,463 | $ 4,318,131 |
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- Details
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| X | ||||||||||
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- Definition
Charge to cost of goods sold that represents the reduction of the carrying amount of inventory, generally attributable to obsolescence or market conditions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Cost incurred during the reporting period in transporting goods and services to customers. Includes freight-out costs. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (USD $)
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Total
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Ordinary shares
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Additional paid-in capital
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Accumulated losses
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Accumulated other comprehensive income (loss)
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Series A Preferred shares
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Series A Preferred shares
Preferred shares
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Series A Preferred shares
Ordinary shares
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Series A Preferred shares
Additional paid-in capital
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Series B Preferred shares
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Series B Preferred shares
Preferred shares
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Series B Preferred shares
Ordinary shares
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Series B Preferred shares
Additional paid-in capital
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at Dec. 31, 2009 | $ (1,549,963) | $ 4,778 | $ 145,805 | $ (1,700,912) | $ 366 | ||||||||
| Balance (in shares) at Dec. 31, 2009 | 47,775,000 | ||||||||||||
| Increase (Decrease) in Shareholders' Equity | |||||||||||||
| Net loss | (8,365,848) | (8,365,848) | |||||||||||
| Repayment from the shareholders | 1 | 1 | |||||||||||
| Foreign currency translation | (195,771) | (195,771) | |||||||||||
| Balance at Dec. 31, 2010 | (10,111,581) | 4,778 | 145,805 | (10,066,759) | (195,405) | ||||||||
| Balance (in shares) at Dec. 31, 2010 | 47,775,000 | ||||||||||||
| Increase (Decrease) in Shareholders' Equity | |||||||||||||
| Net loss | (107,271,525) | (107,271,525) | |||||||||||
| Repurchase of ordinary shares | (1,837,500) | (184) | (1,837,316) | ||||||||||
| Repurchase of ordinary shares (in shares) | (1,837,500) | ||||||||||||
| Issuance of shares | 1,499,994 | 30 | 1,499,964 | 20,113,898 | 20,113,898 | 41,147,021 | 41,147,021 | ||||||
| Issuance of shares (in shares) | 297,159 | 20,212,500 | 8,166,667 | ||||||||||
| Proceeds from registered capital contributions by shareholders of the VIE | 1,390,621 | 1,390,621 | |||||||||||
| Deemed dividend on issuance of Series A Preferred shares | 49,214,977 | (49,214,977) | |||||||||||
| Share-based compensation expenses | 73,927,902 | 73,927,902 | |||||||||||
| Foreign currency translation | (569,628) | (569,628) | |||||||||||
| Balance at Dec. 31, 2011 | 18,289,202 | 4,624 | 124,341,953 | (166,553,261) | (765,033) | 20,113,898 | 41,147,021 | ||||||
| Balance (in shares) at Dec. 31, 2011 | 46,234,659 | 20,212,500 | 8,166,667 | ||||||||||
| Increase (Decrease) in Shareholders' Equity | |||||||||||||
| Net loss | (9,472,074) | (9,472,074) | |||||||||||
| Issuance of shares | 66,022,797 | 2,201 | 66,020,596 | 20,113,898 | 41,147,021 | ||||||||
| Issuance of shares (in shares) | 22,009,200 | ||||||||||||
| Direct offering expenses | (3,332,962) | (3,332,962) | |||||||||||
| Conversion of Preferred Shares into ordinary shares | (20,113,898) | 2,021 | 20,111,877 | (41,147,021) | 1,268 | 41,145,753 | |||||||
| Conversion of Preferred Shares into ordinary shares (in shares) | (20,212,500) | 20,212,500 | (8,166,667) | 12,682,206 | |||||||||
| Proceeds from registered capital contributions by shareholders of the VIE | 2,292,763 | 2,292,763 | |||||||||||
| Proceeds from issuance of ordinary shares upon exercise of stock options | 191,533 | 14 | 191,519 | ||||||||||
| Proceeds from issuance of ordinary shares upon exercise of stock options (in shares) | 146,316 | 146,316 | |||||||||||
| Share-based compensation expenses | 7,596,949 | 7,596,949 | |||||||||||
| Foreign currency translation | 994,606 | 994,606 | |||||||||||
| Balance at Dec. 31, 2012 | $ 82,582,814 | $ 10,128 | $ 258,368,448 | $ (176,025,335) | $ 229,573 | ||||||||
| Balance (in shares) at Dec. 31, 2012 | 101,284,881 |
| X | ||||||||||
|
- Definition
This element represents the amount of recognized equity-based compensation during the period, that is, the amount recognized as expense in the income statement (or as asset if compensation is capitalized). Alternate captions include the words "stock-based compensation". Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Direct costs (e.g., legal and accounting fees) associated with issuing stock that is deducted from additional paid in capital. Also includes any direct costs associated with stock issues under a shelf registration. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Net of tax and reclassification adjustments of the change in the balance sheet adjustment that results from the process of translating subsidiary financial statements and foreign equity investments into the reporting currency of the reporting entity. Also includes the following: gain (loss) on foreign currency forward exchange contracts; foreign currency transactions designated as hedges of net investment in a foreign entity and intercompany foreign currency transactions that are of a long-term nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; and gain (loss) on a derivative instrument or nonderivative financial instrument that may give rise to a foreign currency transaction gain (loss) that has been designated and qualified as a hedging instrument for hedging of the foreign currency exposure of a net investment in a foreign operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of shares issued during the period as a result of the conversion of convertible securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of new stock issued during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of share options (or share units) exercised during the current period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The net amount of stock issued during the period upon the conversion of convertible securities, net of adjustments (for example, to additional paid in capital) including the write-off of an equity component recognized to record the convertible debt instrument as two separate components - a debt component and an equity component. This item is meant to disclose the value of shares issued on conversion of convertible securities that were recorded as two separate (debt and equity) components. No definition available.
|
| X | ||||||||||
|
- Definition
Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Value of stock issued as a result of the exercise of stock options. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Represents the amount of beneficial conversion feature recognized as an adjustment to additional paid in capital upon conversion of the security. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the amount of recognized registered capital contributions received during the period. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the adjustment that results from the repayment from the shareholders of the entity. No definition available.
|
| X | ||||||||||
|
- Definition
The aggregate amount of recurring noncash expense charged against earnings in the period to allocate the cost of assets over their estimated remaining economic lives. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The effect of exchange rate changes on cash balances in continuing operations held in foreign currencies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The difference between the sale price or salvage price and the book value of a property, plant, and equipment asset that was sold or retired during the reporting period. This element refers to the gain (loss). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The aggregate amount of write-downs for impairments recognized during the period for long lived assets held for use (including those held for disposal by means other than sale). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in the amount of prepayments by customers for goods or services to be provided at a later date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period, excluding the portion taken into income, in the liability reflecting revenue yet to be earned for which cash or other forms of consideration was received or recorded as a receivable. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The aggregate increase (decrease) during the reporting period in the amount due from the following types of related parties: a parent company and its subsidiaries; subsidiaries of a common parent; an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; an entity and its principal owners, management, or member of their immediate families, affiliates, or other parties with the ability to exert significant influence. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in the aggregate amount of obligations to be paid to the following types of related parties: a parent company and its subsidiaries; subsidiaries of a common parent; an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entities' management; an entity and its principal owners, management, or member of their immediate families, affiliates, or other parties with the ability to exert significant influence. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in other amounts due to the reporting entity, which are not otherwise defined in the taxonomy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The net cash inflow or outflow for the increase (decrease) associated with funds that are not available for withdrawal or use (such as funds held in escrow) and are associated with underlying transactions that are classified as investing activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Interest income on securities which the Entity has positive intent and ability to hold for the foreseeable future or until maturity ("held-to-maturity securities") consisting of: (a) interest and dividends earned on all securities and (b) amortization and accretion (as applicable) of discounts and premiums, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Charge to cost of goods sold that represents the reduction of the carrying amount of inventory, generally attributable to obsolescence or market conditions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) in cash associated with the entity's continuing operating, investing, and financing activities. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label. No definition available.
|
| X | ||||||||||
|
- Definition
Amount of net cash from (used in) the entity's financing activities, excluding cash flows derived by the entity from its discontinued operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Amount of net cash from (used in) the entity's investing activities, excluding cash flows derived by the entity from its discontinued operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Amount of net cash from (used in) the entity's continuing operations, excluding cash flows derived by the entity from its discontinued operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow to reacquire common stock during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow for cost incurred directly with the issuance of an equity security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Cash outflow from purchases of held-to-maturity securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow for acquisition of or capital improvements on other tangible or intangible assets not otherwise defined in the taxonomy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash inflow from bank borrowing during the year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash inflow from an entity that is affiliated with the entity by means of direct or indirect ownership. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash inflow associated with the amount received from entity's first offering of stock to the public. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash inflow from the additional capital contribution to the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash inflow associated with the sale of securities that had been designated as held-to-maturity. Excludes proceeds from maturities, prepayments and calls by the issuer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash inflow from the sale of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash inflow associated with the amount received from holders exercising their stock options. This item inherently excludes any excess tax benefit, which the entity may have realized and reported separately. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of the current period expense charged against operations, the offset which is generally to the allowance for doubtful accounts for the purpose of reducing receivables, including notes receivable, to an amount that approximates their net realizable value (the amount expected to be collected). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow to settle a bank borrowing during the year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The increase (decrease) during the reporting period in amounts transferred to third parties for security purposes that are expected to be returned or applied towards payment within one year or during the operating cycle, if shorter. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the amount of prepaid expenses written down. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the cash inflow from borrowing from shareholders of the entity. No definition available.
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $)
|
0 Months Ended |
|---|---|
|
Feb. 21, 2011
|
|
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |
| Settlement of loan amount with accumulated shareholder loan | $ 9,709,643 |
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Represents the amount of assigned loan settled with the accumulated shareholders loan due from the entity under noncash financing activities. No definition available.
|
|
Organization and principal activities
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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|
Dec. 31, 2012
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| Organization and principal activities | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Organization and principal activities | 1. Organization and principal activities
Vipshop Holdings Limited (the “Company”) was incorporated in the Cayman Islands on August 27, 2010 to be the holding company, its subsidiaries and variable interest entity (“VIE”) is engaged in the provision of operating an online platform. The Company offers high-quality branded products to consumers in the People’s Republic of China (the “PRC”) through flash sales on its vipshop.com website. Flash sales represents a new online retail format combining the advantages of e-commerce and discount sales through selling a finite quantity of discounted products or services online for a limited period of time. At the time of the Company’s incorporation and through the date of the Reorganization as described below, the ownership interest of the Company was held by five individuals indirectly through their respective investment holding companies. These individuals are Mr. Eric Ya Shen(“Mr. Shen”), the Chairman and chief executive officer of the Company, Mr. Arthur Xiaobo Hong, the Vice Chairman of the Board of Directors of the Company (collectively, the “Founders”), and three other investors (the “Original Investors”). The Company, its subsidiaries and consolidated variable interest entity (“VIE”) are collectively referred to as the “Group”.
Vipshop Information Technology Co., Ltd. (“Vipshop Information” or the “VIE”) was incorporated in the PRC on August 22, 2008, to operate an online platform for sales of products. On the date of Reorganization, Vipshop Information are owned by the same five ultimate shareholders of the Company as described above, with the same respective percentage of ownership for each of the five ultimate shareholders.
To comply with PRC laws and regulations that restrict foreign owned enterprises from holding the licenses that are necessary for the operation of internet access, the distribution of online information and the conduct of online commerce, the Company entered into the following transactions (collectively, the “Reorganization”).
On October 22, 2010, the Company incorporated a wholly owned subsidiary, Vipshop International Holdings Limited in Hong Kong (“Vipshop HK”) as the intermediate holding company for Vipshop (China) Co., Ltd. (formerly known as Vipshop Information Computer Service Co. Ltd., the “WOFE”). The WOFE was incorporated on January 20, 2011 in the PRC as a wholly owned subsidiary of Vipshop HK with initial registered capital of RMB10 million (US$1.6 million). On the same day, the WOFE entered into series agreements with Vipshop Information and each of its individual shareholders that are disclosed in the Note 2(b).
The Reorganization has been accounted for as a recapitalization because there was no control or collaborative group established before or after the Reorganization, and the assets and liabilities were recorded at their historical costs. The Company, its subsidiaries and variable interest entity are collectively referred to as the Group. Accordingly, the Group’s consolidated financial statements for the periods presented have been prepared by including the financial statements of the Company, its subsidiaries and the VIE.
As of December 31, 2012, the Company’s significant consolidated subsidiaries and VIE consist of the following:
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| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Summary of Significant Accounting Policies
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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Dec. 31, 2012
|
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| Summary of Significant Accounting Policies | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies
(a) Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
(b) Principles of consolidation
The consolidated financial statements include the financial statements of the Company, its subsidiaries and VIE for which it is deemed the primary beneficiary. All intercompany transactions, balances and unrealized profit and losses have been eliminated on consolidation.
The Company evaluates the need to consolidate its VIE in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support.
Details of certain key agreements entered into between the WOFE, the VIE and each of its individual shareholders on January 20, 2011 are as follows:
Power of Attorney Agreements: Each equity holder of Vipshop Information irrevocably authorized the WOFE to exercise the rights related to their shareholdings, including attending shareholders’ meetings and voting on their behalf on all matters, including but not limited to matters related to the transfer, pledge or disposition of their respective equity interests in Vipshop Information, and appointment of the executive directors and senior management of Vipshop Information. The WOFE has the right to appoint any individual or entity to exercise the power of attorney on its behalf. Each power of attorney will remain in effect until the shareholder ceases to hold any equity interest in Vipshop Information.
Exclusive Business Cooperation Agreement: The WOFE entered into an agreement with Vipshop Information to provide Vipshop Information with technical, consulting and other services. In considerations of these services, Vipshop Information shall pay the WOFE fees equal to 100% of its net income, the rate of service fees may be adjusted upon mutual discussions between the two parties. The WOFE is the exclusive provider of these services for a term of 10 years.
Equity Interest Pledge Agreements: Each equity holder of Vipshop Information pledged all their respective equity interests in Vipshop Information as security to ensure that Vipshop Information fully performs its obligations under the Exclusive Business Cooperation Agreement, and pays the consulting and service fees to the WOFE when the fees becomes due.
Exclusive Option Agreements: Each equity holder of Vipshop Information granted the WOFE an irrevocable and exclusive right to purchase, or designate one or more persons to purchase, their equity interest in Vipshop Information at the WOFE’s sole and absolute discretion to the extent permitted by the PRC laws. The purchase price is 10 Renminbi (“RMB”) (US$1.61); if appraisal is required by laws of the PRC at the time when the WOFE exercises the option, the parties shall negotiate in good faith, to make necessary adjustments to the purchase price based on the appraisal result to comply with applicable laws of the PRC.
On October 8, 2011, the WOFE entered into the following amended agreements with Vipshop Information and each of its individual shareholders to replace the respective original agreements entered into on January 20, 2011:
Amended and Restated Exclusive Business Cooperation Agreement: The WOFE entered into this agreement with Vipshop Information to provide Vipshop Information with technical, consulting and other services. This agreement replaced the original Exclusive Business Cooperation Agreement dated January 20, 2011. There was no significant change of terms from the original agreement except that the service fee to be paid by Vipshop Information to the WOFE in consideration of the services to be provided by the WOFE, shall equal to 100% of the net income of Vipshop Information, provided that the WOFE, at its sole discretion, shall have the right to adjust the rate of the service through written notice. The term of this agreement is ten years from the execution date of October 8, 2011 and may be extended for a period to be determined by the WOFE. The WOFE may terminate this agreement at any time by giving 30 days prior written notice. Vipshop Information has no right to terminate this agreement unless the WOFE commits gross negligence or fraud.
Amended and Restated Equity Interest Pledge Agreement: This agreement replaced the original Equity Interest Pledge Agreements entered into on January 20, 2011. There was no significant change of terms from the original agreement. The agreement will remain in effect until all of the obligations of Vipshop Information under the Amended and Restated Exclusive Business Cooperation Agreement have been duly performed or terminated.
Amended and Restated Exclusive Option Agreement: This agreement replaced the original Exclusive Option Agreement entered into on January 20, 2011. There was no significant change of terms from the original agreement. The term of this agreement is ten years from the execution date of October 8, 2011, which may be extended for a period to be determined by the WOFE.
Exclusive Purchase Framework Agreement: The WOFE and Vipshop Information entered into this agreement during the third quarter of fiscal 2011. Under this agreement, Vipshop Information agrees to purchase products or services exclusively from the WOFE or its subsidiaries. Vipshop Information and its subsidiaries must not purchase from any third party products or services which the WOFE is capable of providing. The term of this agreement is five years from September 1, 2011. If neither party objects in writing and both parties remain cooperating at the expiration of the agreement, the parties will continue to be bound by this agreement until a new agreement is entered into. Vipshop Information must pay the WOFE for its products an amount, which includes a service fee, based on the unit price and the quantity of the products ordered by Vipshop Information. The WOFE may terminate this agreement at any time by giving 15 days’ prior written notice. Vipshop Information has no right to terminate this agreement unless the WOFE commits gross negligence or fraud.
As explained in Note 1, at the time of the Company’s incorporation and through the date of the Reorganization as described below, the ownership interest of the Company was held by five individuals indirectly through their respective investment holding companies.
In October 2012, the Company effected transfer of 10.4% of equity interest from one of the former shareholder of Vipshop Information to Mr. Shen, an existing shareholder of Vipshop Information, and amended the contractual arrangements the relevant entities had as explained above with Mr. Shen to reflect this transfer. As of December 31, 2012, shareholders of Vipshop Information include Mr. Shen, Mr. Arthur Xiaobo Hong, Mr. Bin Wu and Mr. Xing Peng, holding 52.0%, 26.0%, 11.6% and 10.4% of the total equity interests in Vipshop Information, respectively.
The Company participated significantly in the design of Vipshop Information. Based on the Equity Interest Pledge Agreements and the Amended and Restated Equity Pledge Agreements, the Exclusive Option Agreement and the Amended and Restated Exclusive Option Agreement, and the Power of Attorney Agreements dated January 20, 2011, which has not been subsequently amended, the Company has the ability to effectively control Vipshop Information through the WOFE. The Company is also able to receive a majority of the economic benefits of Vipshop Information, because of its ability to effectively determine the service fees payable by Vipshop Information to the WOFE under the Exclusive Business Cooperation Agreement and the Amended and Restated Exclusive Business Cooperation Agreement, and through the Exclusive Purchase Framework Agreement. Therefore, the Company has determined that it is the primary beneficiary of Vipshop Information and has consolidated its respective results for the periods presented. Other than Vipshop Information, the Company has no interest in any other variable interest entities.
Risks in relation to the VIE structure
The Group believes that the VIE arrangements are in compliance with PRC law and are legally enforceable. The equity holders of the VIE are also shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements. However, there are certain risks related to the VIE arrangements, which include but are not limited to the following:
· If the Group’s ownership structure, are found to be in violation of any existing or future PRC laws or regulations, the relevant governmental authorities, including the China Securities Regulatory Commission, would have broad discretion in dealing with such violation, including levying fines, confiscating its income or the income of the WOFE or the VIE, revoking the business licenses or operating licenses of the WOFE or the VIE, shutting down the Group’s servers or blocking the Group’s website, discontinuing or placing restrictions or onerous conditions on the Group’s operations, requiring the Group to undergo a costly and disruptive restructuring, restricting or prohibiting the Group’s use of various funding to finance its business and operations in China, and taking other regulatory or enforcement actions that could be harmful to the Group’s business;
· The Group relies on contractual arrangements with the VIE and its equity holders for a majority all of its PRC operations, which may not be as effective as direct ownership in providing operational control;
· The Group may have to incur significant cost to enforce, or may not be able to effectively enforce, the contractual arrangements with the VIE and their equity holders in the event of a breach or non-compliance by the VIE or their equity holders; and
· Each of the shareholders of the VIE is also a director of the Company, and has a duty of care and loyalty to the Company and its shareholders as a whole under Cayman Islands law. Under the contractual arrangements with the VIE and its shareholders, (a) the Company may replace any such individual as a shareholder of the VIE at the Company’s discretion, and (b) each of these individuals has executed a power of attorney to appoint the WOFE or its designated third party to vote on their behalf and exercise shareholder rights of the VIE. However, the Company cannot assure that these individuals will act in the best interests of the Company should any conflicts of interest arise, or that any conflicts of interest will be resolved in the Company’s favor. These individuals may breach or cause the VIE to breach the existing contractual arrangements. If the Company cannot resolve any conflicts of interest or disputes between the Company and any of these individuals, the Company would have to rely on legal proceedings, which may be expensive, time-consuming and disruptive to its operations. There is also substantial uncertainty as to the outcome of any such legal proceedings.
Vipshop Information’s total assets, total liabilities, total equity, net revenues, total operating expenses and net (loss) income attributable to the Company and after intercompany eliminations are as follows:
(c) Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management of the Group to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting periods. Actual results may differ from these estimates. The Group’s management based their estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Group’s financial statements include inventory write-down, revenue recognition cut off adjustments, valuation allowance for deferred tax assets, valuation of ordinary shares and preferred shares when the preferred shares were issued, valuation of stock options. Changes in facts and circumstances may result in revised estimates.
(d) Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand demand deposits and highly liquid investments with maturity of less than three months.
Cash and cash equivalents are placed with financial institutions with high-credit ratings and quality.
(e) Held-to-maturity securities
The Group invests in debt securities which have fixed maturity dates, pay a fixed return on the amount invested and early redemption of these securities is not allowed. The Group classifies these investments as held-to-maturity as it has both the positive intent and ability to hold them until maturity. Held-to-maturity securities are recorded at amortized cost and are classified as short-term, since their contractual maturity dates are less than one year.
(f) Inventories
Inventory is stated at the lower of cost or market. Cost of inventory is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventory to the estimated market value for slow-moving merchandise and damaged goods. The amount of write down is also dependent upon factors such as whether the goods are returnable to vendors, inventory aging, historical and forecasted consumer demand, and promotional environment. The Group takes ownership, risks and rewards of the products purchased, but has arrangements to return unsold goods with certain vendors. Write downs are recorded in cost of goods sold in the consolidated statements of income (loss) and comprehensive income (loss).
(g) Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and impairment losses. Gains or losses on dispositions of property and equipment are included in operating income (loss). Major additions, renewals and betterments are capitalized, while maintenance and repairs are expensed as incurred.
Depreciation and amortization are provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placed in service. Estimated useful lives are as follows, taking into account the assets’ estimated residual value:
Direct and incremental costs related to the construction of assets, including costs under the construction contracts, duties and tariffs, equipment installation and shipping costs, are capitalized. Management estimates the residual value of its furniture, fixtures and equipment and motor vehicles to be 5%.
(h) Impairment of long-lived assets
The Group evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When these events occur, the Group assesses the recoverability of these long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the future undiscounted cash flow is less than the carrying amount of the assets, the Group recognizes an impairment equal to the difference between the carrying amount and fair value of these assets. The Group recorded impairments in the amount of nil, $437,725 and nil for the years ended December 31, 2010, 2011 and 2012, respectively.
(i) Revenue recognition
The Group recognizes revenue from the sale of apparel and accessories, home products, healthcare products and other merchandise through its online platform, including its internet website and cellular phone application. The Group recognizes revenue when persuasive evidence of an arrangement exists, products are delivered, the price to the buyer is fixed or determinable and collectability is reasonably assured.
The Group utilizes delivery service providers to deliver goods to its customers directly from its own warehouses. The Group estimates and defers revenue and the related product costs for goods that are in-transit to the customers.
The Group offers customers with an unconditional right of return for a period of seven days. The Group defers revenue until the return period expires as it does not currently have sufficient historical data related to such sales to reasonably estimate the amount of future returns.
Revenue was recorded on a gross basis, net of surcharges and value added tax (“VAT”) of 17% of gross sales. Surcharges are sales related taxes representing the City Maintenance and Construction Tax and Education Surtax. The Group recorded revenue on a gross basis because the Group has the following indicators for gross reporting: it is the primary obligor of the sales arrangements, is subject to inventory risks of physical loss, has latitude in establishing prices, has discretion in suppliers’ selection and assumes credit risks on receivables from customers. The Group also retains some of general inventory risks despite its arrangements to return goods to some vendors within limited time periods.
Discount coupons membership reward program
The Group voluntarily provides discount coupons through certain co-operative websites or through public distributions during its marketing activities. These coupons are not related to prior purchases, and can only be utilized in conjunction with subsequent purchases on the Group’s platforms. These discount coupons are recorded as reduction of revenues at the time of use. The Group has established a membership reward program wherein customers earn one point for one RMB of purchase made on the Group’s platforms. Existing members may also receive extra reward points at the time of the first purchase by those customers referred by them. Membership reward points can be either exchanged into coupons to be used in connection with subsequent purchases, or exchanged into free gifts. The expiry dates of these reward points vary based on different individual promotional programs, while the coupons expire three months after redemption. The Group accrues liabilities for the estimated value of the points earned and expected to be redeemed, which are based on all outstanding reward points related to prior purchases at the end of each reporting period, as it does not currently have sufficient historical data to reasonably estimate the usage rate of these reward points. These liabilities reflect management’s best estimate of the cost of future redemptions. As of December 31, 2011 and 2012, the Group recorded deferred revenue related to reward points earned from prior purchases of $2,569,655 and $10,513,246, respectively.
The Group does not charge any membership fees from its registered members. New members who register on the Group’s platforms or existing members introducing new members to the Group’s website will be granted free membership reward points, which can be used to redeem coupons for future purchases. These reward points are not related to prior purchases and are recorded as reduction of revenues at the time of use.
Amounts collected by delivery service providers but not yet remitted to the Group are classified as accounts receivable on the consolidated balance sheets. Payments received in advance of delivery are classified as advances from customers. Revenues include fees charged to customers for shipping and handling expenses. The Company pays a fee to the delivery service provider and records such fee as shipping and handling expenses.
Other revenues
The Group conducts product promotion activities for certain brands on its website, including advanced and prominent placement of vendors’ products on its website, and technical consultations services related to on-line advertising. These revenues are recognized on a straight-line basis over the service periods, net of business tax of approximately 5% of service revenues.
(j) Cost of goods sold
Cost of goods sold consists primarily of cost of merchandise sold and inventory write-down. The amounts of inventory write-down were $2,601,368, $1,694,336 and $12,166,659 for the years ended December 31, 2010, 2011 and 2012, respectively. Our cost of goods sold does not include shipping and handling expenses, payroll, bonus and benefits of logistic staffs or logistic centers rental expenses, therefore our cost of goods sold may not be comparable to other companies which include such expenses in their cost of goods sold.
(k) Fulfillment expenses
Fulfillment expenses primarily consist of payroll, bonus and benefits of logistics staff, logistics centers rental expenses, shipping and handling expenses and packaging expenses.
(l) Marketing expenses
Marketing expenses primarily consist of payroll, bonus and benefits of marketing staff, advertising costs, agency fees and costs for promotional materials.
The amounts of advertising expenses were $1,994,348, $14,562,477 and $29,332,178 for the years ended December 31, 2010, 2011 and 2012, respectively.
(m) Technology and content expenses
Technology and content expenses primarily consist of payroll, bonus and benefits of the staff in the technology and system department, telecommunications expenses, model fees and photography expenses.
(n) General and administrative expenses
General and administrative expenses primarily consist of payroll, bonus and benefit costs for retail and corporate employees, legal, finance, information systems, rental expenses and other corporate overhead costs.
(o) Foreign Currency Transactions and Translations
The functional currency of the Company and Vipshop HK are the United States dollar (“US dollar”). The functional currency of all the other subsidiaries and the variable interest entity is RMB. Foreign currency denominated monetary assets and liabilities have been translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies have been translated into the functional currency at the applicable rates of exchange prevailing on the date transactions occurred. Transaction gains and losses are recognized in the consolidated statements of income (loss) and comprehensive income (loss).
The financial statements of the subsidiaries and the variable interest entity have been translated into US dollars for the purposes of consolidation. Assets and liabilities are translated into US dollars based on the rates of exchange existing on the balance sheet date. Equity accounts are translated at historical exchange rates. The statements of operations are translated using a weighted average rate for the period. Translation adjustments have been reported as a separate component of other comprehensive income.
The RMB is not a freely convertible currency. The PRC State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China foreign exchange trading system market. The Group’s cash and cash equivalents denominated in RMB amounted to $44,478,829 and $123,300,918 at December 31, 2011 and 2012, respectively.
(p) Income Taxes
Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. As part of the process of preparing financial statements, the Group is required to estimate its income taxes in each of the jurisdictions in which it operates. The Group accounts for income taxes using the liability method. Under this method, deferred income taxes are recognized for tax consequences in future years of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements at each year-end and tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable for the differences that are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance when, based upon the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
(q) Value added taxes
The Company’s PRC subsidiaries are subject to VAT at a rate of 17% on proceeds received from customers, and are entitled to a refund for VAT already paid or borne on the goods purchased by it and utilized in the production of goods that have generated the gross sales proceeds. The VAT balance is recorded either in other current liabilities or other current receivables on the face of consolidated balance sheets.
(r) Comprehensive income (loss)
Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. During the periods presented, comprehensive income (loss) is reported in the consolidated statements of income (loss) and comprehensive income (loss), and other comprehensive income (loss) includes foreign currency translation adjustments.
(s) Concentration of credit risk
Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, held-to-maturity securities, amounts due from related parties, other receivables and advances to suppliers. The Group places its cash and cash equivalents and held-to-maturity securities with financial institutions with high-credit ratings and quality. Accounts receivable primarily comprise of amounts receivable from product delivery service providers. These amounts are collected from customers by the service providers when products are delivered. The principal amounts of all held-to maturity securities are guaranteed by the issuers. The Group conducts a credit evaluation of these service providers and generally requires a small amount of security deposit. Amounts due from related parties are prepayments related to purchases of goods from the entities controlled by shareholders of the Company. Due to the nature of the relationship, the Company considers there to be no collection risks in regard to amounts due from related parties. With respect to advances to product suppliers, the Group performs on-going credit evaluations of the financial condition of its suppliers. The Group establishes an allowance for doubtful accounts based upon estimates, factors surrounding the credit risk of specific delivery service providers and other information.
(t) Fair value of financial instruments
Fair value is considered to be the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs may be used to measure fair value include:
The carrying values of the Group’s financial instruments, including cash and cash equivalents, restricted deposits, accounts receivable, other receivables, accounts payable, other current liabilities, amounts due from and to related parties and short term bank borrowings, approximate their fair values.
(u) Operating leases
Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Other leases are accounted for as capital leases. Payments made under operating leases, net of any incentives received by the Group from the leasing company, are charged to the statements of operations on a straight-line basis over the lease periods.
(v) Share-based Compensation
Employee share-based compensation
Share-based payments make to employees, including employee stock options, and restricted shares issued to employees which the Company has a repurchase option, are recognized as compensation expenses over the requisite service periods. The Group measures the cost of employee services received in exchange for share-based compensation at the grant date fair value of the awards. The Company has elected to recognize compensation expense on a straight-line basis over the requisite service period for the entire award with graded vesting provided that the amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of share-based compensation expense to be recognized in future periods.
Modification of equity awards
The Group treated a modification of the terms or conditions of an equity award as an exchange of the original award for a new award. The incremental compensation cost as an effect of a modification is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date. Total recognized compensation cost for an equity award shall at least equal the fair value of the award at the grant date unless at the date of the modification the performance or service conditions of the original award are not expected to be satisfied. Thus, the total compensation cost measured at the date of a modification shall be the sum of the portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered (or has already been rendered) at that date, and the incremental cost resulting from the modification. The Group records the incremental fair value of the modified award, as compensation cost on the date of modification for vested awards, or over the remaining service period for unvested awards.
Non-employee share-based compensation
Share-based compensation make to non-employees are recognized as compensation expenses ratably over the requisite service periods. The Group measures the cost of non-employee services received in exchange for share-based compensation based on the fair value of the equity instruments issued. The Group measures the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions on the measurement date, which is determined as the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or the date at which the counterparty’s performance is complete.
As the quantity and terms of the equity instruments issued to non-employees are known up front, the Group recognizes the cost incurred during financial reporting periods before the measurement date. The Group measures the equity instruments at their then-current fair values at each of the financial reporting dates, and attributes the changes in those fair values over the future services period until the measurement date has been established.
(w) Series A & B Convertible Preferred Shares
The Series A convertible preferred shares (“Series A Preferred Shares”) and the Series B convertible preferred shares (“Series B Preferred Shares”) are non-redeemable and classified as permanent equity and have been initially recorded at their fair value upon issuance.
In March 2012, upon the completion of the Company’s initial public offering, all Series A Preferred Shares and Series B Preferred Shares were automatically converted into ordinary shares.
(x) Earnings (loss) per share
During the period when the preferred shares are outstanding, basic earnings (loss) per share are computed by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. The Group has determined that its convertible Series A and B Preferred Shares participate in undistributed earnings on the same basis as the ordinary shares. Accordingly, the Group has used the two-class method of computing earnings (loss) per share. Under this method, net income (loss) applicable to holders of ordinary shares is allocated on a pro rata basis to the ordinary and convertible Series A and B Preferred shares to the extent that each class may share in income (loss) for the period had it been distributed. Losses are not allocated to the participating securities. Diluted earnings (loss) per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method.
After the conversion of the preferred shares, basic earnings (loss) per share are computed by dividing net earnings (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into ordinary shares.
(y) Recent Changes in Accounting Standards
In December 2011, the FASB issued an authoritative pronouncement related to disclosures about offsetting assets and liabilities. The guidance requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The Group does not expect the adoption of this pronouncement to have a significant impact on its consolidated financial condition or results from operations. |
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The entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity. No definition available.
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Accounts Receivable
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Dec. 31, 2012
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| Accounts Receivable | 3. Accounts Receivable
The accounts receivable for more than 10% are as follows:
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Disclosure of the carrying amount of the components of trade receivables, net, due within one year of the balance sheet date (or one operating cycle, if longer) from third parties or arising from transactions not separately disclosed. Also includes the disclosure for concentration risks associated with trade accounts receivable existing at the date of the financial statements. No definition available.
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Other Receivables
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Dec. 31, 2012
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| Other Receivables | 4. Other Receivables
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Disclosure of the carrying amount of the components of other receivables, net, due within one year of the balance sheet date (or one operating cycle, if longer) from third parties or arising from transactions not separately disclosed. No definition available.
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Held-to-maturity securities
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Dec. 31, 2012
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| Held-to-maturity securities | 5. Held-to-maturity securities
As of December 31, 2012, the Group’s held-to-maturity securities consist of five debt securities carried at amortized cost of $86,097,191, which approximate the aggregate fair value. All of these securities mature within one year and are classified as current asset. The amount of unrecognized holding gain as of December 31, 2012 was $1,026,325.
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The entire disclosure for investments in certain debt and equity securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Property and Equipment, Net
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Dec. 31, 2012
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| Property and Equipment, Net | 6. Property and Equipment, Net
During the year ended December 31, 2011, the Group has recognized impairment loss of leasehold improvements in the amount of US$437,725. The amount has been charged to general and administrative expenses, as such loss relates to a leased office premise that has no future expected usage due to change of business plan. |
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- Definition
The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Bank borrowings
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Dec. 31, 2012
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| Bank borrowings | 7. Bank borrowings
The Group had short term loans from banks in the total amount of US$12,710,720 and nil outstanding as of December 31, 2011 and 2012 respectively. The interest rates on the loans ranged from 105% to 120% of the benchmark interest rate quoted by the People’s Bank of China, the average interest rate was 7.11% for the period ended December 31, 2011. The restricted deposits of US$14,214,585 and nil as of December 31, 2011 and 2012 respectively, represent fixed guarantee deposits required by a bank for the loan and bank facility provided. |
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The entire disclosure for short-term debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| Accrued Expenses and other current liabilities | 8. Accrued Expenses and other current liabilities
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The entire disclosure for accounts payable, accrued expenses, and other liabilities that are classified as current at the end of the reporting period. No definition available.
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Employee Retirement Benefit
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Dec. 31, 2012
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| Employee Retirement Benefit | 9. Employee Retirement Benefit
Full time employees in the PRC participate in a government-mandated defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. PRC labor regulations require the Group to make contributions based on certain percentages of the employees’ basic salaries. Other than the contribution, there is no further obligation under these plans. The total contributions and accruals made for such employee benefits was $548,282, $2,651,763 and $5,280,299 for the years ended December 31, 2010, 2011 and 2012, respectively. |
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The entire disclosure for an entity's employee compensation and benefit plans, including, but not limited to, postemployment and postretirement benefit plans, defined benefit pension plans, defined contribution plans, non-qualified and supplemental benefit plans, deferred compensation, share-based compensation, life insurance, severance, health care, unemployment and other benefit plans. No definition available.
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Distribution of Profit
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Dec. 31, 2012
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| Distribution of Profit | 10. Distribution of Profit
Pursuant to laws applicable to entities incorporated in the PRC, the PRC subsidiaries are prohibited from distributing their statutory capital and are required to appropriate from PRC GAAP profit after tax to other non-distributable reserve funds after offsetting accumulated losses from prior years, until the cumulative amount of such reserve fund reaches 50% of their registered capital. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires annual appropriation at 10% of after tax profit (as determined under accounting principles generally accepted in the PRC at each year-end); the appropriation to the other fund are at the discretion of the subsidiaries.
The general reserve is used to offset future extraordinary losses. A subsidiary may, upon a resolution passed by the shareholders, convert the general reserve into capital. The staff welfare and bonus reserve is used for the collective welfare of the employees of the subsidiary. The enterprise expansion reserve is for the expansion of the subsidiary’s operations and can be converted to capital subject to approval by the relevant authorities. These reserves represent appropriations of the retained earnings determined in accordance with Chinese law, and are not distributable as cash dividends to the Group.
Relevant PRC statutory laws and regulations permit payment of dividends by the Company’s PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The Company’s PRC subsidiaries transferred nil, nil and $266,478 to general reserve during the year ended December 31, 2010, 2011 and 2012, respectively. |
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Represents the entire disclosure for distribution of profit by the reporting entity during the reporting period. No definition available.
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Capital Structure
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Dec. 31, 2012
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| Capital Structure | 11. Capital Structure
On August 27, 2010, the Company was incorporated with authorized and issued share capital of $50,000 divided into 50,000 ordinary shares of par value of US$1.0 each to Mr. Eric Ya Shen, the Chairman and chief executive officer of the Company, Mr. Arthur Xiaobo Hong, the Vice Chairman of the Board of Directors of the Company (collectively, the “Founders”) and three other investors (the “Original Investors”).
On November 22, 2010, the Company subdivided its share capital into 500,000,000 shares at par value of US$0.0001 each. On the same day, the Company redeemed and cancelled 499,990,000 issued shares owned by the existing shareholders on a pro rata basis, at par value of US$0.0001 per share. As a result of these transactions, there were 10,000 issued and outstanding ordinary shares at par value of US$0.0001 per share.
Issuance of Series A Preferred Shares
In preparation for the issuance of the Company’s Series A Preferred Shares, the Series A Preferred Shares investors entered into three loans agreements with the Chairman of the Company on July 20, 2010, October 14, 2010 and December 17, 2010, with an aggregated amount of $9,709,643. Pursuant to these three loan agreements, the entire outstanding principals had been converted into the number of Series A Preferred Shares upon issuance of such shares. During 2010, the Chairman utilized the majority of the proceeds from these three loans to finance the operation of the Company through shareholder loans (refer to note 15).
On January 24, 2011, the Company, the Series A Preferred Share investors and the Chairman of the Company entered into the Loan Assignment and Assumption Agreement, pursuant to which the Chairman of the Company assigned the entire principal of the three loan agreements entered into with the Series A Preferred Shares investors to the Company (the “Assigned Loans”).
On January 31, 2011, the Company re-designated its authorized share capital of $50,000 divided into (a) 479,787,500 ordinary shares of par value of US$0.0001 each and (b) 20,212,500 Series A Preferred Shares of par value of US$0.0001 each. On the same day, the Company issued 47,765,000 ordinary shares to its five original investors in the same proportion of their existing ownership. As a condition to the closing of the Series A Preferred Shares subscription, the Company also repurchased 1,837,500 ordinary shares from one of its Original Investors, Rapid Prince Development Limited (“Rapid Prince”), a company wholly owned by Mr. Bin Wu at an aggregate purchase price of $1,837,500 and these shares were cancelled on the same day.
On January 31, 2011, the shareholders and directors of the Company also resolved to reserve 7,350,000 ordinary shares for future issuance under the employee stock incentive plan to be adopted by the Company (the “ESOP”).
On February 21, 2011, 20,212,500 Series A Preferred Shares of US$0.0001 each were issued to investors for $20,212,781 or US$1 each. Concurrently, the Company entered into a Convertible Loan Agreement with the Series A Preferred Share investors, also the lenders of the three Assigned Loans, which converted the entire assigned loan amounts into part of the subscription price for Series A Preferred Shares upon closing.
The Assigned Loan amount was settled with the accumulated shareholders loan due from the Company to the Chairman on February 21, 2011. The rest of the subscription price of US$10,503,138 was settled in cash on February 23, 2011.
Each Series A Preferred Share were convertible, at the option of the holder, at any time after the date of issuance, into one ordinary share of the Company, subject to certain anti-dilution adjustments such as share splits and combination, adjustment for ordinary share dividends and distributions, reorganization and mergers. Each Series A Preferred Share were automatically converted into ordinary shares of the Company upon the closing of an initial public offering of the Company in the United States or on a reputable stock exchange determined by the Company, with gross proceeds to the Company of not less than $30,000,000 (the “Qualified IPO”), or in the event that holders of two-thirds of the Series A Preferred Shares then outstanding elect to convert. Each Series A Preferred Share carried such number of votes as was equal to the number of votes of ordinary shares then issuable upon the conversion of such Series A Preferred Shares, and was entitled to dividend declared or paid on ordinary shareholders on an as-if-converted basis.
Upon a liquidation event, the Series A Preferred Shares were entitled to receive out of the assets of the Company available for distribution to its members, prior and in preference to any distribution to ordinary shareholders, the amount of 120% of the Series A Preferred Shares subscription price, adjusted for certain anti-dilutive events, plus all declared but unpaid dividends and distribution on such Series A Preferred Shares. The Series A Preferred Shares were not redeemable at the option of the holders.
As another condition to the closing of the Series A Preferred Shares, the Founders and the Original Investors of the Company, entered into the Share Restriction Agreement with the Series A Preferred Share investors and the Company on February 21, 2011. Pursuant to which the Founders and the Original Investors are prohibited from transferring, selling, assigning, pledging or disposing in any way their equity interest in the Company before such shares are vested.
The shares held by the Founders were 40% vested immediately, with the remaining shares to be vested in 36 equal and continuous monthly installments for each month starting from February 21, 2011; provided that the Founders remain full-time employees of the Group at the end of such month. A total of 18,632,250 unvested share were held by the Founders as of February 21, 2011. The shares held by the Original Investors, were 25% vested on February 21, 2012, with the remaining shares to be vested in 36 equal and continuous monthly installments for each month starting from February 21, 2012. The Company had the option to repurchase the ordinary shares held by the Founders in the event a Founder ceased to be a full-time employee of the Group for any reasons. The Company had an irrevocable and exclusive option to repurchase all the unvested shares held by Founders at par value, and all the shares (including vested shares) held by the Founders at fair market value. The Founders and the Original Investors also agreed not to transfer their equity interest in the Company during the 180 day period following the effective date of the Company’s first registration statement, or such shorter periods as may be requested by the managing underwriter. The Share Restriction Agreement was terminated upon the closing of the Qualified IPO.
This Share Restriction Agreement between the Founders and the Company was accounted for as a reverse stock split follow by the grant of a restricted stock award under a stock-based compensation plan. Accordingly, the Group measured the fair value of the unvested shares of the Founders at grant date and recognizes the whole amount as compensation expense (refer to note 16(b)).
As a result of all the above transactions, the Company had an authorized capital of US$50,000 divided into (a) 479,787,500 ordinary shares of a par value of US$0.0001 each, 45,937,500 of which had been issued and outstanding, and (b) 20,212,500 Series A Preferred Shares of par value of US$0.0001 each, all of which had been issued and outstanding. All ordinary shares and per share data had been retroactively restated, unless otherwise indicated, in the accompanying consolidated financial statements and notes to the financial statements for all periods presented to reflect the impact of the above transactions.
The Group recorded the initial carrying amount of the convertible non-redeemable Series A Preferred Shares as equity at US$20,113,898, which was the total proceed from the issuance of the shares offset by the direct costs of equity issuance of US$98,883.
The fair value of Series A Preferred Shares on issuance date of February 21, 2011 was determined to be US$3.75 per share, and the fair value of ordinary shares of the Company was determined to be US$3.43 per share on that day. Series A Preferred Shareholders paid approximately US$1.00 per share.
When estimating the fair values of the ordinary shares as of the issuance date. The Group first determined its enterprise value by means of a discounted cash flow analysis. The discounted cash flow derived by management considered the Group’s future business plan, specific business and financial risks, the stage of development of the Group’s operations and economic and competitive elements affecting the Group’s business, industry and market, and with reference to equity transactions of the Company. The Group then allocated the resulting enterprise value between the ordinary shares and Series A Preferred Shares. The fair values of the shares were determined with the assistance of an independent valuation firm.
The Company recognized a deemed dividend of US$49,214,977 for the beneficial conversion feature (“BCF”) the Series A Preferred Shareholders received, which is equal to the amount of the intrinsic value of the conversion feature. The intrinsic value was calculated at the commitment date of February 21, 2011, as the difference between the effective conversion price based on the proceeds received of approximately US$1.00 per share and the fair value of the ordinary shares of US$3.43 per share into which the Series A Preferred Shares are convertible, multiplied by the number of ordinary shares into which the Series A Preferred Shares was convertible.
Issuance of Series B Preferred Shares
On April 11, 2011, in preparation for the closing of the subscription of the 8,166,667 Series B Preferred Shares, the Company re-designated its authorized capital of US$50,000 to be divided into (a) 471,620,833 ordinary shares of par value of US$0.0001 each, (b) 20,212,500 Series A Preferred Shares of par value of US$0.0001 each, and (c) 8,166,667 Series B Preferred Shares of par value of US$0.0001 each. All of the issued and outstanding 45,937,500 ordinary shares and 20,212,500 issued and outstanding Series A Preferred Shares remain unchanged. On the same date, 8,166,667 Series B Preferred Shares were issued to investors, for a total consideration of US$41,223,892 (approximately $5.05 per Series B Preferred Share).
Series B Preferred Shareholders had the same rights as Series A Preferred Shareholders as described above, except a different liquidation preference. Upon a liquidation event, and the valuation of the liquidation event was more than RMB5 billion, the holders of the Series B Preferred Shares was entitled to receive on a pro rata basis, the RMB$100 million prior to any distribution to the holders of any other class of shares. After such distribution, the holders of the Series B Preferred Shares was entitled to receive the amount equal to 135% of the Series B Preferred Shares purchase price, plus all declared but unpaid dividends and distributions on such Series B Preferred Shares. Lastly, if there were still any assets or funds, then each holder of Series A Preferred Shares were entitled to receive their distribution at 120% of the Series A purchase price as described above.
On April 11, 2011, the Company also adopted the Second Amended and Restated Memorandum and Articles of Association, which raised the amount of the Qualified IPO to an offering with gross proceeds to the Company of not less than $150,000,000. Based on the Second Amended and Restated Memorandum and Articles of Association, each Series A and B Preferred Share were automatically converted into ordinary share upon the closing of the Qualified IPO or with the written consent of the holders of two-thirds of the Series A and B Preferred Shares then outstanding.
On April 11, 2011, the Company, the Founders, the Original Investors, Series A and B Preferred Shareholders, entered into the Amended and Restated Share Restriction Agreement (the “Amended SRA”) which superseded and replaced in its entirety the Share Restriction Agreement dated February 21, 2011 (the “Original SRA”). The Amended SRA included the Series B Preferred Shareholders as an addition party to the agreement, but did not change any of the significant terms of the Original SRA.
The Group recorded the initial carrying amount of the convertible non-redeemable Series B Preferred Shares as equity at US$41,147,021, which was the total proceed from the issuance of the shares offset by the direct costs of equity issuance of US$76,871.
The fair value of Series B Preferred Shares on issuance date of April 11, 2011 was determined to be US$5.04 per share, and the fair value of ordinary shares of the Company was determined to be US$3.79 per share on that day. Series B Preferred Shareholders paid approximately US$5.05 per share. Accordingly, there is no BCF related to the issuance of Series B Preferred Shares.
The Group determined the fair value of its Series B Preferred Shares and ordinary shares on April 11, 2011 using the same methodologies as its February 21, 2011 valuations described above.
Ordinary shares transactions in June 2011
On June 15, 2011, the Chairman and two of the Original Investors, collectively through their respective investment holding companies, transferred 215,431 ordinary shares to Rapid Prince at nil consideration, to correct for an unintended error in earlier share distributions.
On the same date, Elegant Motion Holdings Limited (“Elegant Motion”), a company wholly-owned by the Chairman, transferred 1,521,007 ordinary shares of the Company to High Vivacity Holdings Limited (“High Vivacity”), a company wholly-owned by the Mr. Arthur Xiaobo Hong at nil consideration. This transaction was conducted to redistribute the Founders’ diluted shareholdings of the Company to align their original agreed upon shareholdings after taken into the effect of the dilutions incurred from the issuance of Series A and B Preferred Shares and the ESOP. As Mr. Arthur Xiaobao Hong is the Group’s Founder and has served as the Vice Chairman of the Board of Directors of the Group since its inception, the Company considers the transfer of 1,521,007 ordinary shares from Elegant Motion to High Vivacity a compensation for past services. Accordingly, the Group recognized a stock based compensation of US$6,205,709 on the date of grant based on the fair value of the Company’s ordinary share of US$4.08 per share on June 15, 2011, multiple by 1,521,007 ordinary shares transferred (refer to note 16(c)).
Further, the Company also issued 198,106 ordinary shares to Elegant Motion and 99,053 ordinary shares to High Vivacity at an aggregate price of US$1.5 million (approximately US$5.05 per share) on June 15, 2011.
Termination of the Amended SRA in December 2011
On December 8, 2011, the Company, the Founders, the Original Investors, Series A and B Preferred Shareholders, entered into the Termination Agreement to terminate the Amended SRA. Such termination of the Amended SRA was without prejudice to any rights, obligations or claims that have accrued and were outstanding as at the date of such termination. Such transaction was accounted for as a modification of the vesting conditions of the Founders’ restricted stock award (refer to note 16(b) for details).
2012 Stock Incentive Plan
In March 2012, the Company adopted the Vipshop Holdings Limited 2012 Stock Incentive Plan (the “2012 Plan”). The plan permitted the grant of options to purchase the Company’s ordinary shares, restricted shares and restricted share units as deemed appropriate by the administrator under the plan. The maximum aggregate number of shares that could be issued pursuant to the 2012 Share Incentive Plan was 9,000,000.
Initial public offering
In March 2012, upon the completion of the Company’s initial public offering, all Series A Preferred Shares and Series B Preferred Shares were automatically converted into 20,212,500 and 12,682,206 ordinary shares respectively. In addition, as part of the initial public offering, the Company issued 22,009,200 ordinary shares. The gross proceeds received were US$66,022,797 and the related issuance costs were US$3,332,962.
Exercise of stock options
During the year ended December 31, 2012, 146,316 ordinary shares were issued respectively as a result of exercises of share options by employees. |
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The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| Income Taxes | 12. Income Taxes
Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on its income or capital gains. In addition, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.
Hong Kong
The provision for current income taxes of the subsidiary operating in Hong Kong has been calculated by applying the current rate of taxation of 16.5% for the year ended December 31, 2010, 2011 and 2012, if applicable.
People’s Republic of China
On March 16, 2007, the National People’s Congress of China enacted a new Corporate Income Tax Law (“New Tax Law”) which became effective on January 1, 2008. Under the New Tax Law, domestically owned enterprises and foreign invested enterprises (the “FIEs”) are subject to a uniform tax rate of 25%. While the New Tax Law equalizes the tax rates for FIEs and domestically-owned enterprises, preferential tax treatment may continue to be given to companies in certain encouraged sectors and to entities classified as high-technology companies, regardless of whether these are domestically-owned enterprises or FIEs. The Group’s subsidiaries and the variable interest entity in the PRC are all subject to the tax rate of 25% for the periods presented, except for Vipshop Jianyang that enjoyed the following preferential tax treatment:
Vipshop Jianyang was classified as a domestically-owned enterprise in the western regions that is in an industry sector encouraged by the PRC government. The management of the Group expects that Vipshop Jianyang will obtain final approval from the local tax bureau to enjoy a preferential tax rate of 15% for the year ended December 31, 2012 before its annual EIT filing in 2013. Accordingly, Vipshop Jianyang has accrued for income tax expenses using the tax rate of 15% for the year ended December 31, 2012.
The term “domestically-owned enterprises in an industry sector encouraged by the PRC government” as used herein refers to any enterprise that its primary business falls into the scopes of the encouraged industries stipulated in the existing related policies, including Industrial Restructuring Guidance Catalogue (2011), Industrial Restructuring Guidance Catalogue (2005), Catalogue for the Guidance of Foreign Investment Industries (Revised in 2007), and Catalogues of Foreign-invested Advantage Industries in Central-Western Areas (2008 Revision), and the annual primary business revenue of which accounts for more than 70% of the total enterprise revenue.
The Group evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. At December 31, 2011 and 2012, the Group had no unrecognized tax benefits. The Group does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. The Group will classify interest and penalties related to income tax matters, if any, in income tax expense.
According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of income taxes is due to computational errors made by the taxpayer. The statute of limitations will be extended to five years under special circumstances, which are not clearly defined, but an underpayment of income tax liability exceeding RMB100,000 ($16,051) is specifically listed as a special circumstance. In the case of a transfer pricing related adjustment, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion.
Income tax expense is comprised of:
Note: All current tax was related to income tax in PRC.
Under the New Tax Law, enterprises are classified as either resident or non-resident. A resident enterprise refers to one that is incorporated under the PRC law or under the law of a jurisdiction outside the PRC with its “de facto management organization” located within the PRC. Non-residential enterprise refers to one that is incorporated under the law of a jurisdiction outside the PRC with its “de facto management organization” located also outside the PRC, but which has either set up institutions or establishments in the PRC or has income originating from the PRC without setting up any institution or establishments in the PRC. On December 6, 2007, the State Council of the PRC issued New Enterprise Income Tax Implementation Regulations on the New Taxation Law (“New EIT Implementation Regulations”). Under the New EIT Implementation Regulations, “de facto management organization” is defined as the organization of an enterprise through which substantial and comprehensive management and control over the business, operations, personnel, accounting and properties of the enterprise are exercised. Under the New Tax Law and the New EIT Implementation Regulations, a resident enterprise’s global net income will be subject to a 25% enterprise income tax rate. Uncertainties exist with respect to how the New Tax Law and New EIT Implementation Regulations apply to the Group’s overall operations, and more specifically, with regard to tax residency status. On April 22, 2009, the State Administration of Taxation, or the SAT, issued SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. In addition, the SAT issued a bulletin on July 27, 2011 providing more guidance on the implementation of Circular 82 and clarifies matters such as resident status determination. Due to the present uncertainties resulting from the limited PRC tax guidance on this issue, it is unclear that the legal entities organized outside of PRC should be treated as residents for New Tax Law purposes. Nevertheless, even if one or more of its legal entities organized outside of the PRC were characterized as PRC tax residents, none of them had profit and no significant impact would be expected on the net current tax payable balance and the net deferred tax balance.
If the entity were to be non-resident for PRC tax purpose, dividends paid to it out of profits earned after January 1, 2008 would be subject to a withholding tax.
A reconciliation of the income tax expense (credit) to loss before income tax computed by applying the PRC statutory income tax rate of 25% per the consolidated statements of operations is as follows:
The aggregate amount and per share effect of the tax holidays and tax concessions are as follows:
The principal components of deferred tax assets are as follows:
The amount of tax loss carried forward was US$25,822,363 and US$7,730,540 of December 31, 2011 and 2012, respectively, for the Group’s certain subsidiaries and the variable interest entity in the PRC.
The Group has provided a valuation allowance for the full amount of the deferred tax assets relating to the future benefit of net operating loss carried forward of certain subsidiaries and the variable interest entity as management is not able to conclude that the future realization of those net operating loss carry forwards is more likely than not.
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The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Net Loss Per Share
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Dec. 31, 2012
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| Net Loss Per Share | 13. Net Loss Per Share
The Group had the following securities which could potentially dilute basic net loss per share in the future, but which were excluded from the computation of diluted net loss per share in the periods presented, as their effects would have been anti-dilutive.
Basic net loss per share is based on the weighted average number of common shares outstanding during each period. For the purpose of calculating basic earnings per share as a result of the Reorganization, the number of ordinary shares used in the calculation reflects the issuance of ordinary shares as if it took place on August 22, 2008.
The calculations of basic net and diluted loss per share are computed as follows:
The Series A and B Preferred shares are convertible participating securities but have not been included in the computation of basic net loss per share for the periods presented, as based on the contractual terms, Series A and B Preferred shareholders have no contractual obligation to share in the losses of the Company.
The Company granted a number of non-vested ordinary shares to an executive officer and certain employees during 2012 (refer to Note 16 (d)), these non-vested shares are not included in the computation of basic earnings per share. Such shares are considered contingently returnable shares because in the event a non-vested shareholder’s employment for the Company is terminated for any reason prior to the fourth anniversary of the grant date, the outstanding non-vested shares shall be forfeited and automatically transferred to and reacquired by the Company at nil consideration. |
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The entire disclosure for earnings per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Commitments and contingencies
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| Commitments and contingencies | 14. Commitments and contingencies
Operating Leases Agreements
The Group leases office space and certain equipment under non-cancellable operating lease agreements that expire at various dates through December 2020. Those lease agreements provide for periodic rental increases based on both contractual incremental rates and inflation rates adjustments over the leased periods. During the three years ended December 31, 2010, 2011 and 2012, the Company incurred rental expenses amounting to $522,471, $3,153,903 and $7,500,451, respectively.
As of December 31, 2012, minimum lease payments under all non-cancellable leases were as follows:
Capital commitment
As of December 31, 2012, the Group had contracted for capital expenditures of $1,096,251.
Contingencies
The Group is subject to periodic legal or administrative proceedings in the ordinary course of business. The Group does not believe that any currently pending legal proceeding to which the Group is a party will have a material effect on its business, results of operations or cash flows.
The Group has not made adequate social welfare payments as required under applicable PRC labor laws. Accrual for the amounts under-paid has been made in the reported periods and amounted to $1,559,125 and $2,189,601 as of December 31, 2011 and 2012, respectively. However, accruals for the interest on underpayments and penalties that may be imposed by the relevant PRC government authorities have not been made in the financial statements as management considered that it is not probable the relevant PRC government authorities will impose any significant interests or penalties. |
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The entire disclosure for commitments and contingencies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Related Party Transactions
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| Related Party Transactions | 15. Related Party Transactions
For the years ended December 31, 2011 and 2012, the Group entered into the following material related party transactions:
Details of those material related party transactions provided in the table above are as follows:
(a) Amounts due from related parties
Amounts due from related parties as of December 31, 2011 and 2012 amounted to $2,101,853 and $177,237 respectively are prepayments related to purchases of goods from the entities controlled by shareholders of the Company.
(b) Amounts due to related parties
Amounts due to related parties are made up by shareholder loans and amounts due to companies controlled by shareholders.
Shareholders provided loans to the Group, which are mainly used for working capital purposes. The outstanding loan balances due to shareholders as of December 31, 2011 and 2012 amounted to $2,948,446 and $789,700 respectively, were unsecured, interest free and repayable on demand. The shareholder loan amount of $578,809 and $789,700 as of December 31, 2011 and 2012 respectively was mainly funded by the Chairman.
The amounts due to companies controlled or significantly influenced by shareholders as of December 31, 2011 and 2012 amounted to $849,062 and $546,056 respectively, and were unsecured and interest free. These amounts are all related to purchases of goods from companies controlled by shareholders. |
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The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Share-based Payments
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Dec. 31, 2012
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| Share-based Payments | 16. Share-based Payments
(a) Stock incentive plan
In March 2011, the Company adopted the Vipshop Holdings Limited 2011 Stock Incentive Plan (the “2011 Plan”), which provide up to an aggregate of 7,350,000 ordinary shares of the Company as stock based compensation to employees, directors, officers and consultants and other eligible personal of the Group.
In 2012, the Company adopted the 2012 Plan, which provide up to an aggregate of 9,000,000 ordinary shares of the Company, and the maximum aggregate number of shares that may be issued per calendar year is 1,500,000 from 2012 until the termination of the 2012 Plan.
During the year ended December 31, 2011 and 2012, a total of 7,167,138 and 758,048 share options were granted to executive officers, employees and a non-employee of the Group under the 2011 and 2012 stock incentive plan respectively.
The expiration dates of the above options were 10 years from grant date, vesting is subject to the continuous services of the option holders to the Group, and post-termination exercise period was nine months. During any authorized leave of absence, the vesting of the option shall be suspended after the leave of absence exceeds a period of 90 days. Vesting of the option shall resume upon the option holders’ return to service to the Group. The vesting schedule shall be extended by the length of the suspension.
In the event of termination of the option holders’ continuous service for cause, the option holders’ right to exercise the option shall terminate concurrently, except otherwise determined by the plan administrator, and the Company shall have the rights to repurchase all vested options purchased by the option holders at a discount price determined by the plan administrator. The stock option holders have waived any voting rights with regard to the shares and granted a power of attorney to the Board of Directors of the Company to exercise voting rights with respect to the shares.
The Company uses the Binomial model to determine the estimated fair value for each option granted below with the assistance of an independent valuation firm. The Group estimates that the forfeiture rate for key management and employees will be nil and 9% respectively.
The assumptions used in determining the fair value of the share options were as follows:
Notes:
(1) Expected dividend yield:
The expected dividend yield was estimated by the Company based on its dividend policy over the expected life of the options.
(2) Risk-free interest rate:
Risk-free interest rate was estimated based on the fair market yields of China International Government Bond as of the valuation dates with a maturity period close to the expected life of the options.
(3) Expected volatility:
The volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility of listed comparable companies over a period comparable to the expected maturity period of the options.
(4) Expected life:
As the Company did not have sufficient historical share option exercise experience, it estimated the expected life based on the term according to the option agreement.
(5) Exercise multiples:
The expected exercise multiple is the average ratio of the stock price to the exercise price of when employees would decide to voluntarily exercise their vested options.
As the Company did not have sufficient information of past employee exercise history, it estimated the exercise multiples based on researches conducted by Huddart and Lang (1995).
(6) Fair value of underlying ordinary shares:
(i) When estimating the fair value of the ordinary shares on grant dates as of March 18, 2011 and March 28, 2011, the Group determined its enterprise value by means of a discounted cash flow analysis using the retrospective approach, and when estimating the fair value of the ordinary shares on grant dates as of August 30, 2011 and November 30, 2011, the Group determined its enterprise price value by means of a discounted cash flow analysis using the contemporaneous approach. The discounted cash flow derived by management considered the Group’s future business plan, specific business and financial risks, the stage of development of the Group’s operations and economic and competitive elements affecting the Group’s business, industry and market, and with reference to equity transactions of the Company. The Group then allocated the resulting enterprise value between the ordinary shares and Series A Preferred Shares. The fair values of the shares were determined with the assistance of an independent valuation firm.
(ii) The Group attributed the ordinary shares underlying the options granted on July 10, 2011 at an estimated fair value of $4.31 per share, determined based on the linear relationship between the fair value of the ordinary shares as of June 15, 2011 and the fair value of the ordinary shares as of August 30, 2011.
(iii) After the Company’s initial public offering in March 2012, the fair values of ordinary shares were determined based on actual quoted prices (unadjusted) in the market.
For the year ended December 31, 2010, 2011 and 2012, the share option movements were as follows:
For the year ended December 31, 2010, 2011 and 2012, the Group recognized share-based payment expenses of nil, $3,813,576 and $7,369,081 in connection with the share options granted to employees, respectively. The total fair value of shares vested during 2012 was $10,617,312.
As of December 31, 2011 and 2012, there was $19,767,597 and $14,511,914 unrecognized compensation cost related to unvested share options granted to executive and employees of the Group respectively. The unvested share options expense relating to the stock options of the Group is expected to be recognized over a weighted-average period of 3.06 and 2.45 years on a straight-line basis schedule as of December 31, 2011 and 2012 respectively.
Option modification
In July 2012, the Board of Directors approved an option modification to reduce the exercise price of 819,638 options from $2.52 to $0.50 per ordinary shares. All other terms of the share options granted under the 2011 stock option plan remain unchanged. The modification resulted in incremental compensation cost of $1,122,360, of which $484,862 was recorded during the year ended December 31, 2012. The remaining $637,498 will be amortized over the remaining vesting period of the modified options up to August 2015.
The fair value of the options immediately before and after the aforementioned modification is estimated on that date using the Black-Scholes option pricing model with the assumptions noted below. The basis of the assumptions used is similar to those explained in this note above.
(b) Founders’ unvested shares
As described on note 11, the Founders’ unvested ordinary shares pursuant to the Share Restricted Agreement dated February 21, 2011 and the Amended SRA dated April 11, 2011, were measured at grant date fair value and to be recognized as compensation expense over the vesting periods. The shares held by the Founders shall be 40% vested immediately, with the remaining shares to be vested in 36 equal and continuous monthly installments for each month starting from February 21, 2011; provided that the Founders remain full-time employees of the Group at the end of such month. The Company has the option to repurchase the ordinary shares held by the Founders in the event a Founder ceases to be a full-time employee of the Group for any reasons. The Company shall have an irrevocable and exclusive option to repurchase all the unvested shares held by Founders at par value, and all the shares (including vested shares) held by the Founders at fair market value.
Before the Founders’ unvested shares were vested and released from the repurchase rights, the Founders shall be entitled to all rights and privileges as shareholders of the ordinary shares, including voting rights and dividends. Therefore, these unvested shares were considered participating securities for the purpose of earnings (loss) per share calculation.
On December 8, 2011, the Company, the Founders, the Original Investors, Series A and B Preferred Shareholders entered into the Termination Agreement to terminate the Amended SRA. This transaction in substance accelerated the vesting terms of services provided by the Founders related to their restricted stock awards, from the original vesting terms to December 8, 2011. Accordingly, this transaction was accounted for as a modification of the vesting conditions, and all unrecognized share-based compensation expense related to the Founders’ unvested shares as of December 8, 2011 was expensed to profit or loss on that day.
For the year ended December 31, 2011, the Group recorded share-based compensation expense of $63,908,618 related to the unvested shares of the Founders.
(c) Ordinary shares transferred to the Vice Chairman of the Board of Directors
On June 15, 2011, Elegant Motion, a company wholly-owned by the Chairman, transferred 1,521,007 ordinary shares to High Vivacity, a company wholly-owned by Mr. Hong, who is an employee and vice chairman of the board of directors of the Company. The transfer of shares was intended to compensate Mr. Hong’s contribution for his services as an employee of the Company. In conjunction with the Reorganization of the Company that took place in 2011, Mr. Shen determined the number of ordinary shares and executed the share transfer on June 10, 2011. The Company considers June 10, 2011 as the grant date of the share award. Accordingly, the transaction was recognized as share-based compensation for past services of Mr. Arthur Xiaobo on the grant date. The Group recognized a share-based compensation of US$6,205,708 on June 15, 2011, based on the fair value of the Company’s ordinary share of US$4.08 per share on that date multiple by 1,521,007 ordinary shares transferred.
The following table summarizes information regarding the ordinary shares granted during the year ended December, 31 2011 as share-based compensation:
(d) Non-vested shares
During 2012, a total of 741,500 non-vested shares were granted to an executive officer and employees of the Group under the 2012 stock incentive plan. The Company granted 367,500, 340,000 and 34,000 non-vested shares on June 1, September 30 and October 1, 2012 respectively. These shares have a vesting period of four years of employment services with the first one-fourth vesting on the first anniversary from grant date, and the remaining three-fourth vesting on a monthly basis over a three-year period ending on the fourth anniversary of the grant date. The non-vested shares are not transferable and may not be sold or pledged and the holder has no voting or dividend right on the non-vested shares. In the event a non-vested shareholder’s employment for the Company is terminated for any reason prior to the fourth anniversary of the grant date, the holder’s right to the non-vested shares will terminate effectively. The outstanding non-vested shares shall be forfeited and automatically transferred to and reacquired by the Company at nil consideration.
The Group recognized compensation expense over the four year service period on a straight line basis, and applied a forfeiture rate of 9% on 374,000 non-vested shares grant to certain employees. The aggregate fair value of the restricted shares at grant dates was $2,413,092. The fair values of non-vested shares are measured at the fair value of the Company’s ordinary shares on the grant-date, which was US$2.76, US$3.75 and US$3.70 on June 1, September 30 and October 1, 2012 respectively.
As of December 31, 2012 there was $2,059,168 unrecognized compensation cost related to non-vested shares which is expected to be recognized over a weighted average vesting period of 3.62 years. The weighted average granted fair value of non-vested shares granted during the year ended December 31, 2012 was $3.25. There has been no forfeiture of non-vested shares during the year ended December 31, 2012.
(e) Share-based compensation expenses
For the years ended December 31, 2010, 2011 and 2012, share-based compensation expenses have been included in the following balances on the consolidated statements of income (loss) and comprehensive income (loss):
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The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Segment information
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| Segment information | 17. Segment information
The Group has only one reportable segment, which is the sales, product distribution and offering of goods on its online platforms. The Group’s chief operating decision-maker (“CODM”) has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Group. The Group’s net revenues are all generated from customers in the PRC. Hence, the Group operates and manages its business without segments. All the property, plant and equipment of the Group are located at the PRC.
Product revenues: relate to sales of apparel, shoes and bags and other products.
Other revenues: relate to revenues generated from product promotion activities provided to certain brands of the Group, including advanced and prominent placement of vendors’ products on the Group’s website and technical consultations services related to on-line advertising.
Revenues from different product groups and services are as follow:
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The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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18. Subsequent event
(a) On January 1, 2013, the Company has granted an executive the option to purchase 400,000 ordinary shares of the Company, with an exercise price of US$0.5 per share, in accordance with the provisions of the 2012 Plan. Starting from the grant date, each one-forty-eighth of the total option will vest and become exercisable at the end of each month thereafter.
(b) On January 1, 2003, the Group also granted 561,000 non-vested ordinary shares to its employees and independent directors. These shares have a vesting period of four years of employment services with the first twenty five percent vesting on the first anniversary of the grant date, and the remaining seventy five percent vesting on a monthly basis over a three-year period ending on the fourth anniversary of the grant date. The non-vested shares are not transferable and may not be sold, pledged or otherwise transferred, and the holder has no voting or dividend right on the non-vested shares. The aggregate fair value of the non-vested shares on grant date was US$5,004,120.
(c) On March 19, 2013, the Group completed its follow-on public offering of an aggregate of 7,200,000 American depositary shares (“ADSs”) by the Company and certain selling shareholders, priced at US$24.00 per ADS. 4,000,000 ADSs are being offered by the Company and an aggregate of 3,200,000 ADSs are being offered by the selling shareholders. Each ADS represents two ordinary shares of the Company. Concurrently, the underwriters exercised in full the option to purchase an aggregate of 1,080,000 additional ADSs from certain selling shareholders at the public offering price of the follow-on offering. The gross proceeds to the Group were approximately US$96 million. The Group would not receive any proceeds from the sale of the ADSs by the selling shareholders.
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The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. No definition available.
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Schedule I-Condensed Financial Information
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Dec. 31, 2012
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| Schedule I-Condensed Financial Information | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule I-Condensed Financial Information |
Vipshop Holdings Limited
Schedule I—Condensed Financial Information
Statements of Income (Loss) and Comprehensive Income (Loss)
(In U.S. dollars, except for share data)
Vipshop Holdings Limited
Schedule I—Condensed Financial Information
Balance Sheets
(In U.S. dollars, except for share data)
VIPSHOP HOLDINGS LIMITED
Schedule I—Condensed Financial Information
Statements of Shareholders’ Equity (Deficit)
(In U.S. dollars, except for share data)
VIPSHOP HOLDINGS LIMITED
NOTE TO SCHEDULE I
(In U.S. dollars, except for share or per share data)
Schedule I has been provided pursuant to the requirement of Rule 12-04(a) and 4-08(e)(3) of Regulation S-X, which require condensed financial information as to financial position, changes in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of the consolidated and unconsolidated subsidiaries together exceed 25 percent of consolidated net assets as of end of the most recently completed fiscal year.
As of December 31, 2011 and 2012, $34,351,666 and $121,629,677 of the restricted capital and reserves are not available for distribution respectively, and as such, the condensed financial information of Vipshop Holdings Limited (“Parent Company”) has been presented. Relevant PRC laws and regulations also restrict the WFOE and the VIE from transferring a portion of their net assets to the Company in the form of loans and advances or cash dividends. No dividends have been paid by the WFOE or the VIE to the Company during the periods presented. Total restricted net assets of the Group include net assets of VIE and paid in capital of WOFE. The balance of restricted net assets was $34,351,666 and $121,629,677, of which $1,536,426 and $3,829,188 was attributed to the net assets of the VIE and $31,226,400 and $105,000,000 was attributed to the paid in capital of the WFOE, as of December 31, 2011 and 2012, respectively.
During the each of the three years in the period ended December 31, 2012, no cash dividend was declared and paid by the Parent Company.
Basis of preparation
The condensed financial information of the Parent Company has been prepared using the same accounting policies as set out in its consolidated financial statements, except that the Parent Company has used the equity method to account for its investment in its subsidiaries and its variable interest entity. Accordingly, the condensed financial information presented herein represents the financial information of the Parent Company.
No cash flow statement has been presented as the Parent Company has no cash transactions for all the years presented. |
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- Definition
The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Summary of Significant Accounting Policies (Policies)
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Dec. 31, 2012
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| Summary of Significant Accounting Policies | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation | (a) Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
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| Principles of consolidation | (b) Principles of consolidation
The consolidated financial statements include the financial statements of the Company, its subsidiaries and VIE for which it is deemed the primary beneficiary. All intercompany transactions, balances and unrealized profit and losses have been eliminated on consolidation.
The Company evaluates the need to consolidate its VIE in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support.
Details of certain key agreements entered into between the WOFE, the VIE and each of its individual shareholders on January 20, 2011 are as follows:
Power of Attorney Agreements: Each equity holder of Vipshop Information irrevocably authorized the WOFE to exercise the rights related to their shareholdings, including attending shareholders’ meetings and voting on their behalf on all matters, including but not limited to matters related to the transfer, pledge or disposition of their respective equity interests in Vipshop Information, and appointment of the executive directors and senior management of Vipshop Information. The WOFE has the right to appoint any individual or entity to exercise the power of attorney on its behalf. Each power of attorney will remain in effect until the shareholder ceases to hold any equity interest in Vipshop Information.
Exclusive Business Cooperation Agreement: The WOFE entered into an agreement with Vipshop Information to provide Vipshop Information with technical, consulting and other services. In considerations of these services, Vipshop Information shall pay the WOFE fees equal to 100% of its net income, the rate of service fees may be adjusted upon mutual discussions between the two parties. The WOFE is the exclusive provider of these services for a term of 10 years.
Equity Interest Pledge Agreements: Each equity holder of Vipshop Information pledged all their respective equity interests in Vipshop Information as security to ensure that Vipshop Information fully performs its obligations under the Exclusive Business Cooperation Agreement, and pays the consulting and service fees to the WOFE when the fees becomes due.
Exclusive Option Agreements: Each equity holder of Vipshop Information granted the WOFE an irrevocable and exclusive right to purchase, or designate one or more persons to purchase, their equity interest in Vipshop Information at the WOFE’s sole and absolute discretion to the extent permitted by the PRC laws. The purchase price is 10 Renminbi (“RMB”) (US$1.61); if appraisal is required by laws of the PRC at the time when the WOFE exercises the option, the parties shall negotiate in good faith, to make necessary adjustments to the purchase price based on the appraisal result to comply with applicable laws of the PRC.
On October 8, 2011, the WOFE entered into the following amended agreements with Vipshop Information and each of its individual shareholders to replace the respective original agreements entered into on January 20, 2011:
Amended and Restated Exclusive Business Cooperation Agreement: The WOFE entered into this agreement with Vipshop Information to provide Vipshop Information with technical, consulting and other services. This agreement replaced the original Exclusive Business Cooperation Agreement dated January 20, 2011. There was no significant change of terms from the original agreement except that the service fee to be paid by Vipshop Information to the WOFE in consideration of the services to be provided by the WOFE, shall equal to 100% of the net income of Vipshop Information, provided that the WOFE, at its sole discretion, shall have the right to adjust the rate of the service through written notice. The term of this agreement is ten years from the execution date of October 8, 2011 and may be extended for a period to be determined by the WOFE. The WOFE may terminate this agreement at any time by giving 30 days prior written notice. Vipshop Information has no right to terminate this agreement unless the WOFE commits gross negligence or fraud.
Amended and Restated Equity Interest Pledge Agreement: This agreement replaced the original Equity Interest Pledge Agreements entered into on January 20, 2011. There was no significant change of terms from the original agreement. The agreement will remain in effect until all of the obligations of Vipshop Information under the Amended and Restated Exclusive Business Cooperation Agreement have been duly performed or terminated.
Amended and Restated Exclusive Option Agreement: This agreement replaced the original Exclusive Option Agreement entered into on January 20, 2011. There was no significant change of terms from the original agreement. The term of this agreement is ten years from the execution date of October 8, 2011, which may be extended for a period to be determined by the WOFE.
Exclusive Purchase Framework Agreement: The WOFE and Vipshop Information entered into this agreement during the third quarter of fiscal 2011. Under this agreement, Vipshop Information agrees to purchase products or services exclusively from the WOFE or its subsidiaries. Vipshop Information and its subsidiaries must not purchase from any third party products or services which the WOFE is capable of providing. The term of this agreement is five years from September 1, 2011. If neither party objects in writing and both parties remain cooperating at the expiration of the agreement, the parties will continue to be bound by this agreement until a new agreement is entered into. Vipshop Information must pay the WOFE for its products an amount, which includes a service fee, based on the unit price and the quantity of the products ordered by Vipshop Information. The WOFE may terminate this agreement at any time by giving 15 days’ prior written notice. Vipshop Information has no right to terminate this agreement unless the WOFE commits gross negligence or fraud.
As explained in Note 1, at the time of the Company’s incorporation and through the date of the Reorganization as described below, the ownership interest of the Company was held by five individuals indirectly through their respective investment holding companies.
In October 2012, the Company effected transfer of 10.4% of equity interest from one of the former shareholder of Vipshop Information to Mr. Shen, an existing shareholder of Vipshop Information, and amended the contractual arrangements the relevant entities had as explained above with Mr. Shen to reflect this transfer. As of December 31, 2012, shareholders of Vipshop Information include Mr. Shen, Mr. Arthur Xiaobo Hong, Mr. Bin Wu and Mr. Xing Peng, holding 52.0%, 26.0%, 11.6% and 10.4% of the total equity interests in Vipshop Information, respectively.
The Company participated significantly in the design of Vipshop Information. Based on the Equity Interest Pledge Agreements and the Amended and Restated Equity Pledge Agreements, the Exclusive Option Agreement and the Amended and Restated Exclusive Option Agreement, and the Power of Attorney Agreements dated January 20, 2011, which has not been subsequently amended, the Company has the ability to effectively control Vipshop Information through the WOFE. The Company is also able to receive a majority of the economic benefits of Vipshop Information, because of its ability to effectively determine the service fees payable by Vipshop Information to the WOFE under the Exclusive Business Cooperation Agreement and the Amended and Restated Exclusive Business Cooperation Agreement, and through the Exclusive Purchase Framework Agreement. Therefore, the Company has determined that it is the primary beneficiary of Vipshop Information and has consolidated its respective results for the periods presented. Other than Vipshop Information, the Company has no interest in any other variable interest entities.
Risks in relation to the VIE structure
The Group believes that the VIE arrangements are in compliance with PRC law and are legally enforceable. The equity holders of the VIE are also shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements. However, there are certain risks related to the VIE arrangements, which include but are not limited to the following:
· If the Group’s ownership structure, are found to be in violation of any existing or future PRC laws or regulations, the relevant governmental authorities, including the China Securities Regulatory Commission, would have broad discretion in dealing with such violation, including levying fines, confiscating its income or the income of the WOFE or the VIE, revoking the business licenses or operating licenses of the WOFE or the VIE, shutting down the Group’s servers or blocking the Group’s website, discontinuing or placing restrictions or onerous conditions on the Group’s operations, requiring the Group to undergo a costly and disruptive restructuring, restricting or prohibiting the Group’s use of various funding to finance its business and operations in China, and taking other regulatory or enforcement actions that could be harmful to the Group’s business;
· The Group relies on contractual arrangements with the VIE and its equity holders for a majority all of its PRC operations, which may not be as effective as direct ownership in providing operational control;
· The Group may have to incur significant cost to enforce, or may not be able to effectively enforce, the contractual arrangements with the VIE and their equity holders in the event of a breach or non-compliance by the VIE or their equity holders; and
· Each of the shareholders of the VIE is also a director of the Company, and has a duty of care and loyalty to the Company and its shareholders as a whole under Cayman Islands law. Under the contractual arrangements with the VIE and its shareholders, (a) the Company may replace any such individual as a shareholder of the VIE at the Company’s discretion, and (b) each of these individuals has executed a power of attorney to appoint the WOFE or its designated third party to vote on their behalf and exercise shareholder rights of the VIE. However, the Company cannot assure that these individuals will act in the best interests of the Company should any conflicts of interest arise, or that any conflicts of interest will be resolved in the Company’s favor. These individuals may breach or cause the VIE to breach the existing contractual arrangements. If the Company cannot resolve any conflicts of interest or disputes between the Company and any of these individuals, the Company would have to rely on legal proceedings, which may be expensive, time-consuming and disruptive to its operations. There is also substantial uncertainty as to the outcome of any such legal proceedings.
Vipshop Information’s total assets, total liabilities, total equity, net revenues, total operating expenses and net (loss) income attributable to the Company and after intercompany eliminations are as follows:
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| Use of Estimates | (c) Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management of the Group to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting periods. Actual results may differ from these estimates. The Group’s management based their estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Group’s financial statements include inventory write-down, revenue recognition cut off adjustments, valuation allowance for deferred tax assets, valuation of ordinary shares and preferred shares when the preferred shares were issued, valuation of stock options. Changes in facts and circumstances may result in revised estimates. |
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| Cash and Cash Equivalents | (d) Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand demand deposits and highly liquid investments with maturity of less than three months.
Cash and cash equivalents are placed with financial institutions with high-credit ratings and quality. |
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| Held-to-maturity securities | (e) Held-to-maturity securities
The Group invests in debt securities which have fixed maturity dates, pay a fixed return on the amount invested and early redemption of these securities is not allowed. The Group classifies these investments as held-to-maturity as it has both the positive intent and ability to hold them until maturity. Held-to-maturity securities are recorded at amortized cost and are classified as short-term, since their contractual maturity dates are less than one year. |
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| Inventories | (f) Inventories
Inventory is stated at the lower of cost or market. Cost of inventory is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventory to the estimated market value for slow-moving merchandise and damaged goods. The amount of write down is also dependent upon factors such as whether the goods are returnable to vendors, inventory aging, historical and forecasted consumer demand, and promotional environment. The Group takes ownership, risks and rewards of the products purchased, but has arrangements to return unsold goods with certain vendors. Write downs are recorded in cost of goods sold in the consolidated statements of income (loss) and comprehensive income (loss). |
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| Property and Equipment | (g) Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and impairment losses. Gains or losses on dispositions of property and equipment are included in operating income (loss). Major additions, renewals and betterments are capitalized, while maintenance and repairs are expensed as incurred.
Depreciation and amortization are provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placed in service. Estimated useful lives are as follows, taking into account the assets’ estimated residual value:
Direct and incremental costs related to the construction of assets, including costs under the construction contracts, duties and tariffs, equipment installation and shipping costs, are capitalized. Management estimates the residual value of its furniture, fixtures and equipment and motor vehicles to be 5%. |
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| Impairment of long-lived assets | (h) Impairment of long-lived assets
The Group evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When these events occur, the Group assesses the recoverability of these long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the future undiscounted cash flow is less than the carrying amount of the assets, the Group recognizes an impairment equal to the difference between the carrying amount and fair value of these assets. The Group recorded impairments in the amount of nil, $437,725 and nil for the years ended December 31, 2010, 2011 and 2012, respectively. |
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| Revenue recognition | (i) Revenue recognition
The Group recognizes revenue from the sale of apparel and accessories, home products, healthcare products and other merchandise through its online platform, including its internet website and cellular phone application. The Group recognizes revenue when persuasive evidence of an arrangement exists, products are delivered, the price to the buyer is fixed or determinable and collectability is reasonably assured.
The Group utilizes delivery service providers to deliver goods to its customers directly from its own warehouses. The Group estimates and defers revenue and the related product costs for goods that are in-transit to the customers.
The Group offers customers with an unconditional right of return for a period of seven days. The Group defers revenue until the return period expires as it does not currently have sufficient historical data related to such sales to reasonably estimate the amount of future returns.
Revenue was recorded on a gross basis, net of surcharges and value added tax (“VAT”) of 17% of gross sales. Surcharges are sales related taxes representing the City Maintenance and Construction Tax and Education Surtax. The Group recorded revenue on a gross basis because the Group has the following indicators for gross reporting: it is the primary obligor of the sales arrangements, is subject to inventory risks of physical loss, has latitude in establishing prices, has discretion in suppliers’ selection and assumes credit risks on receivables from customers. The Group also retains some of general inventory risks despite its arrangements to return goods to some vendors within limited time periods.
Discount coupons membership reward program
The Group voluntarily provides discount coupons through certain co-operative websites or through public distributions during its marketing activities. These coupons are not related to prior purchases, and can only be utilized in conjunction with subsequent purchases on the Group’s platforms. These discount coupons are recorded as reduction of revenues at the time of use. The Group has established a membership reward program wherein customers earn one point for one RMB of purchase made on the Group’s platforms. Existing members may also receive extra reward points at the time of the first purchase by those customers referred by them. Membership reward points can be either exchanged into coupons to be used in connection with subsequent purchases, or exchanged into free gifts. The expiry dates of these reward points vary based on different individual promotional programs, while the coupons expire three months after redemption. The Group accrues liabilities for the estimated value of the points earned and expected to be redeemed, which are based on all outstanding reward points related to prior purchases at the end of each reporting period, as it does not currently have sufficient historical data to reasonably estimate the usage rate of these reward points. These liabilities reflect management’s best estimate of the cost of future redemptions. As of December 31, 2011 and 2012, the Group recorded deferred revenue related to reward points earned from prior purchases of $2,569,655 and $10,513,246, respectively.
The Group does not charge any membership fees from its registered members. New members who register on the Group’s platforms or existing members introducing new members to the Group’s website will be granted free membership reward points, which can be used to redeem coupons for future purchases. These reward points are not related to prior purchases and are recorded as reduction of revenues at the time of use.
Amounts collected by delivery service providers but not yet remitted to the Group are classified as accounts receivable on the consolidated balance sheets. Payments received in advance of delivery are classified as advances from customers. Revenues include fees charged to customers for shipping and handling expenses. The Company pays a fee to the delivery service provider and records such fee as shipping and handling expenses.
Other revenues
The Group conducts product promotion activities for certain brands on its website, including advanced and prominent placement of vendors’ products on its website, and technical consultations services related to on-line advertising. These revenues are recognized on a straight-line basis over the service periods, net of business tax of approximately 5% of service revenues. |
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| Cost of goods sold | (j) Cost of goods sold
Cost of goods sold consists primarily of cost of merchandise sold and inventory write-down. The amounts of inventory write-down were $2,601,368, $1,694,336 and $12,166,659 for the years ended December 31, 2010, 2011 and 2012, respectively. Our cost of goods sold does not include shipping and handling expenses, payroll, bonus and benefits of logistic staffs or logistic centers rental expenses, therefore our cost of goods sold may not be comparable to other companies which include such expenses in their cost of goods sold. |
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| Fulfillment expenses | (k) Fulfillment expenses
Fulfillment expenses primarily consist of payroll, bonus and benefits of logistics staff, logistics centers rental expenses, shipping and handling expenses and packaging expenses. |
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| Marketing expenses | (l) Marketing expenses
Marketing expenses primarily consist of payroll, bonus and benefits of marketing staff, advertising costs, agency fees and costs for promotional materials.
The amounts of advertising expenses were $1,994,348, $14,562,477 and $29,332,178 for the years ended December 31, 2010, 2011 and 2012, respectively. |
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| Technology and content expenses | (m) Technology and content expenses
Technology and content expenses primarily consist of payroll, bonus and benefits of the staff in the technology and system department, telecommunications expenses, model fees and photography expenses. |
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| General and administrative expenses | (n) General and administrative expenses
General and administrative expenses primarily consist of payroll, bonus and benefit costs for retail and corporate employees, legal, finance, information systems, rental expenses and other corporate overhead costs. |
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| Foreign Currency Transactions and Translations | (o) Foreign Currency Transactions and Translations
The functional currency of the Company and Vipshop HK are the United States dollar (“US dollar”). The functional currency of all the other subsidiaries and the variable interest entity is RMB. Foreign currency denominated monetary assets and liabilities have been translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies have been translated into the functional currency at the applicable rates of exchange prevailing on the date transactions occurred. Transaction gains and losses are recognized in the consolidated statements of income (loss) and comprehensive income (loss).
The financial statements of the subsidiaries and the variable interest entity have been translated into US dollars for the purposes of consolidation. Assets and liabilities are translated into US dollars based on the rates of exchange existing on the balance sheet date. Equity accounts are translated at historical exchange rates. The statements of operations are translated using a weighted average rate for the period. Translation adjustments have been reported as a separate component of other comprehensive income.
The RMB is not a freely convertible currency. The PRC State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China foreign exchange trading system market. The Group’s cash and cash equivalents denominated in RMB amounted to $44,478,829 and $123,300,918 at December 31, 2011 and 2012, respectively. |
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| Income Taxes | (p) Income Taxes
Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. As part of the process of preparing financial statements, the Group is required to estimate its income taxes in each of the jurisdictions in which it operates. The Group accounts for income taxes using the liability method. Under this method, deferred income taxes are recognized for tax consequences in future years of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements at each year-end and tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable for the differences that are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance when, based upon the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
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| Value added taxes | (q) Value added taxes
The Company’s PRC subsidiaries are subject to VAT at a rate of 17% on proceeds received from customers, and are entitled to a refund for VAT already paid or borne on the goods purchased by it and utilized in the production of goods that have generated the gross sales proceeds. The VAT balance is recorded either in other current liabilities or other current receivables on the face of consolidated balance sheets. |
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| Comprehensive income (loss) | (r) Comprehensive income (loss)
Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. During the periods presented, comprehensive income (loss) is reported in the consolidated statements of income (loss) and comprehensive income (loss), and other comprehensive income (loss) includes foreign currency translation adjustments. |
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| Concentration of credit risk | (s) Concentration of credit risk
Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, held-to-maturity securities, amounts due from related parties, other receivables and advances to suppliers. The Group places its cash and cash equivalents and held-to-maturity securities with financial institutions with high-credit ratings and quality. Accounts receivable primarily comprise of amounts receivable from product delivery service providers. These amounts are collected from customers by the service providers when products are delivered. The principal amounts of all held-to maturity securities are guaranteed by the issuers. The Group conducts a credit evaluation of these service providers and generally requires a small amount of security deposit. Amounts due from related parties are prepayments related to purchases of goods from the entities controlled by shareholders of the Company. Due to the nature of the relationship, the Company considers there to be no collection risks in regard to amounts due from related parties. With respect to advances to product suppliers, the Group performs on-going credit evaluations of the financial condition of its suppliers. The Group establishes an allowance for doubtful accounts based upon estimates, factors surrounding the credit risk of specific delivery service providers and other information. |
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| Fair value of financial instruments | (t) Fair value of financial instruments
Fair value is considered to be the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs may be used to measure fair value include:
The carrying values of the Group’s financial instruments, including cash and cash equivalents, restricted deposits, accounts receivable, other receivables, accounts payable, other current liabilities, amounts due from and to related parties and short term bank borrowings, approximate their fair values. |
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| Operating leases | (u) Operating leases
Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Other leases are accounted for as capital leases. Payments made under operating leases, net of any incentives received by the Group from the leasing company, are charged to the statements of operations on a straight-line basis over the lease periods. |
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| Share-based Compensation | (v) Share-based Compensation
Employee share-based compensation
Share-based payments make to employees, including employee stock options, and restricted shares issued to employees which the Company has a repurchase option, are recognized as compensation expenses over the requisite service periods. The Group measures the cost of employee services received in exchange for share-based compensation at the grant date fair value of the awards. The Company has elected to recognize compensation expense on a straight-line basis over the requisite service period for the entire award with graded vesting provided that the amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of share-based compensation expense to be recognized in future periods.
Modification of equity awards
The Group treated a modification of the terms or conditions of an equity award as an exchange of the original award for a new award. The incremental compensation cost as an effect of a modification is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date. Total recognized compensation cost for an equity award shall at least equal the fair value of the award at the grant date unless at the date of the modification the performance or service conditions of the original award are not expected to be satisfied. Thus, the total compensation cost measured at the date of a modification shall be the sum of the portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered (or has already been rendered) at that date, and the incremental cost resulting from the modification. The Group records the incremental fair value of the modified award, as compensation cost on the date of modification for vested awards, or over the remaining service period for unvested awards.
Non-employee share-based compensation
Share-based compensation make to non-employees are recognized as compensation expenses ratably over the requisite service periods. The Group measures the cost of non-employee services received in exchange for share-based compensation based on the fair value of the equity instruments issued. The Group measures the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions on the measurement date, which is determined as the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or the date at which the counterparty’s performance is complete.
As the quantity and terms of the equity instruments issued to non-employees are known up front, the Group recognizes the cost incurred during financial reporting periods before the measurement date. The Group measures the equity instruments at their then-current fair values at each of the financial reporting dates, and attributes the changes in those fair values over the future services period until the measurement date has been established. |
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| Series A & B Convertible Preferred Shares | (w) Series A & B Convertible Preferred Shares
The Series A convertible preferred shares (“Series A Preferred Shares”) and the Series B convertible preferred shares (“Series B Preferred Shares”) are non-redeemable and classified as permanent equity and have been initially recorded at their fair value upon issuance.
In March 2012, upon the completion of the Company’s initial public offering, all Series A Preferred Shares and Series B Preferred Shares were automatically converted into ordinary shares. |
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| Earnings (loss) per share | (x) Earnings (loss) per share
During the period when the preferred shares are outstanding, basic earnings (loss) per share are computed by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. The Group has determined that its convertible Series A and B Preferred Shares participate in undistributed earnings on the same basis as the ordinary shares. Accordingly, the Group has used the two-class method of computing earnings (loss) per share. Under this method, net income (loss) applicable to holders of ordinary shares is allocated on a pro rata basis to the ordinary and convertible Series A and B Preferred shares to the extent that each class may share in income (loss) for the period had it been distributed. Losses are not allocated to the participating securities. Diluted earnings (loss) per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method.
After the conversion of the preferred shares, basic earnings (loss) per share are computed by dividing net earnings (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into ordinary shares. |
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| Recent Changes in Accounting Standards | (y) Recent Changes in Accounting Standards
In December 2011, the FASB issued an authoritative pronouncement related to disclosures about offsetting assets and liabilities. The guidance requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The Group does not expect the adoption of this pronouncement to have a significant impact on its consolidated financial condition or results from operations. |
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- Definition
Disclosure of accounting policy for advertising costs that are expensed, indicating whether such costs are expensed as incurred or the first period in which the advertising takes place. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). No definition available.
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- Definition
Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for comprehensive income. No definition available.
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- Definition
Disclosure of accounting policy for credit risk. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for recognition of costs in the period which correspond to the sales and revenue categories presented in the statement of operations. The accounting policy may include the amount and nature of costs incurred, provisions associated with inventories, purchase discounts, freight and other costs included in cost of sales incurred and recorded in the period. This disclosure also includes the nature of costs of sales incurred and recorded in the statement of operations for the period relating to transactions with related parties. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for determining the fair value of financial instruments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for the impairment and disposal of long-lived assets including goodwill and other intangible assets. No definition available.
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- Definition
Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for major classes of inventories, bases of stating inventories (for example, lower of cost or market), methods by which amounts are added and removed from inventory classes (for example, FIFO, LIFO, or average cost), loss recognition on impairment of inventories, and situations in which inventories are stated above cost. If inventory is carried at cost, this disclosure includes the nature of the cost elements included in inventory. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for leasing arrangements (both lessor and lessee). This disclosure may address (1) lease classification (that is, operating versus capital), (2) how the term of a lease is determined (for example, the circumstances in which a renewal option is considered part of the lease term), (3) how rental revenue or expense is recognized for a lease that contains rent escalations, (4) an entity's accounting treatment for deferred rent, including that which arises from lease incentives, rent abatements, rent holidays, or tenant allowances (5) an entity's accounting treatment for contingent rental payments and (6) an entity's policy for reviewing, at least annually, the residual values of sales-type and direct-finance leases. The disclosure also may indicate how the entity accounts for its capital leases, leveraged leases or sale-leaseback transactions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for investments in debt securities (which may include mandatorily redeemable preferred shares or preferred shares redeemable at the investing Company's option) that are classified as held-to-maturity. This policy also may describe the entity's accounting treatment for transfers between investment categories, how the entity determines whether impairments of held-to-maturity securities are other than temporary, and how the fair values of such securities are determined. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of the adoption of new accounting pronouncements that may impact the entity's financial reporting. No definition available.
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- Definition
Disclosure of accounting policy for property, plant and equipment which may include the basis of such assets, depreciation methods used and estimated useful lives, the entity's capitalization policy, including its accounting treatment for costs incurred for repairs and maintenance activities, whether such asset balances include capitalized interest and the method by which such is calculated, how disposals of such assets are accounted for and how impairment of such assets is assessed and recognized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for inclusion of significant items in the selling, general and administrative (or similar) expense report caption. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for stock option and stock incentive plans. This disclosure may include (1) the types of stock option or incentive plans sponsored by the entity (2) the groups that participate in (or are covered by) each plan (3) significant plan provisions and (4) how stock compensation is measured, and the methodologies and significant assumptions used to determine that measurement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for its capital stock transactions, including dividends and accumulated other comprehensive income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for fulfillment expenses, which may include but are not limited to payroll, bonus and benefits of staff, rental expenses, shipping and handling expenses and packaging expenses. No definition available.
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- Definition
Disclosure of accounting policy for technology and content expenses incurred by the entity, which may include but are not limited to payroll, bonus and benefits of the staff in the technology and system department, telecommunications expenses, model fees and photography expenses. No definition available.
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Disclosure of accounting policy for value added taxes. No definition available.
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Organization and principal activities (Tables)
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Dec. 31, 2012
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| Schedule of consolidated subsidiaries and VIE |
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Tabular disclosure of information pertaining to the consolidated subsidiaries and variable interest entities of the entity. No definition available.
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Summary of Significant Accounting Policies (Tables)
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Dec. 31, 2012
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| Schedule of Vipshop Information's total assets, total liabilities, total equity, net revenues, total operating expenses and net (loss) income attributable to the Company and after intercompany eliminations |
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| Schedule of classification and estimated useful lives of plant and machinery |
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- Definition
Tabular disclosure of the useful life and salvage value of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Tabular disclosure of summarized financial information, including the financial position and results of operations of consolidated variable interest entities, as of the same dates or for the same periods for which consolidated financial statements are being presented. No definition available.
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Accounts Receivable (Tables)
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Dec. 31, 2012
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| Schedule of accounts receivable for more than 10% |
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Tabular disclosure of the nature of a concentration, a benchmark to which it is compared, and the percentage that the risk is to the benchmark. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Tabular disclosure of the gross carrying value, allowance, and net carrying value as of the balance sheet date of trade receivables. No definition available.
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Other Receivables (Tables)
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Dec. 31, 2012
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| Schedule of the components of other receivables |
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- Definition
Tabular disclosure of the gross carrying value, allowance, and net carrying value as of the balance sheet date of other receivables. No definition available.
|
|
Property and Equipment, Net (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
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| Property and Equipment, Net | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of property and equipment, net |
|
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| Schedule of depreciation expenses charged into income statement |
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| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the allocation of depreciation expense to a given line item on the income statement for the period. No definition available.
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the components of property, plant and equipment. No definition available.
|
|
Accrued Expenses and other current liabilities (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
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| Accrued Expenses and other current liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of accrued Expenses and other current liabilities |
|
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| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the components of accrued liabilities. No definition available.
|
|
Income Taxes (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
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| Income Taxes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of components of income tax expense |
Note: All current tax was related to income tax in PRC. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of reconciliation of the income tax expense (credit) to loss before income tax computed by applying the PRC statutory income tax rate of 25% per the consolidated statements of operations |
|
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| Schedule of aggregate amount and per share effect of the tax holidays and tax concessions |
|
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| Schedule of the principal components of deferred tax assets |
|
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| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the income tax exemptions and reductions which have been granted by taxing authorities for a specified period, applicable term of the exemptions and reductions, estimated dollar value of tax benefits, and per share benefits. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Net Loss Per Share (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
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| Net Loss Per Share | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of securities excluded from the computation of diluted net loss per share in the periods presented, as their effects would have been anti-dilutive |
|
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| Schedule of calculations of basic net and diluted loss per share |
|
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| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Tabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Tabular disclosure of an entity's basic and diluted earnings per share calculations. No definition available.
|
|
Commitments and contingencies (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
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| Commitments and contingencies | |||||||||||||||||||||||||||||||||
| Schedule of minimum lease payments under all non-cancellable leases | As of December 31, 2012, minimum lease payments under all non-cancellable leases were as follows:
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Tabular disclosure of future minimum payments required in the aggregate and for each of the five succeeding fiscal years for operating leases having initial or remaining noncancelable lease terms in excess of one year and the total minimum rentals to be received in the future under noncancelable subleases as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Related Party Transactions (Tables)
|
12 Months Ended | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
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| Related Party Transactions | ||||||||||||||||||||||||
| Schedule of material related party transactions |
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Tabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners and (d) affiliates. No definition available.
|
|
Share-based Payments (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
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| Share-based Payments | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of share options were granted to executive officers, employees and a non-employee of the Group under the 2011 and 2012 stock incentive plan |
|
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| Share-based Payments | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of share option movements |
|
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| Schedule of fair value of the options immediately before and after the modification |
|
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| Summary of information regarding the ordinary shares granted during the year |
|
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| Schedule of share-based compensation expenses |
|
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|
Binomial model
|
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| Share-based Payments | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of assumptions used in determining the fair value of the share options |
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the allocation of equity-based compensation costs to a given line item on the balance sheet and income statement for the period. This may include the reporting line for the costs and the amount capitalized and expensed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the number and weighted-average exercise prices (or conversion ratios) for share options (or share units) that were outstanding at the beginning and end of the year, vested and expected to vest, exercisable or convertible at the end of the year, and the number of share options or share units that were granted, exercised or converted, forfeited, and expired during the year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the number and weighted-average grant date fair value of equity-based compensation awards that were outstanding at the beginning and end of the year, vested and expected to vest, exercisable or convertible at the end of the year, and the number of awards that were granted, exercised or converted, forfeited, and expired during the year. No definition available.
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options before and after modification, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions. No definition available.
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the share options by grant date, including exercise price, number of options and vesting periods. No definition available.
|
|
Segment information (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
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| Segment information | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of revenues from different product groups and services |
|
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| X | ||||||||||
|
- Definition
Tabular disclosure of entity-wide revenues from external customers for each product or service or each group of similar products or services if the information is not provided as part of the reportable operating segment information. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
|
Organization and principal activities (Details)
In Millions, unless otherwise specified |
12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
item
|
Aug. 27, 2010
Original Investors
item
|
Dec. 31, 2012
Original Investors
item
|
Dec. 31, 2012
Vipshop HK
|
Dec. 31, 2012
WOFE
|
Jan. 20, 2011
WOFE
USD ($)
|
Jan. 20, 2011
WOFE
CNY
|
Dec. 31, 2012
Vipshop Kunshan
|
Dec. 31, 2012
Vipshop Jianyang
|
Dec. 31, 2012
Vipshop Beijing
|
Dec. 31, 2012
Vipshop Tianjin
|
Dec. 31, 2012
Pinwei Software
|
Dec. 31, 2012
Variable Interest Entity
item
|
|
| Organization and principal activities | |||||||||||||
| Number of investors | 5 | 3 | 3 | 5 | |||||||||
| Initial registered capital on the date of incorporation | $ 1.6 | 10.0 | |||||||||||
| Percentage of shareholdings | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | ||||||
| X | ||||||||||
|
- Definition
Percentage of subsidiary's or equity method investee's stock owned by parent immediately after all stock transactions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Represents the initial capital registered on the incorporation of the entity. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of investors that hold an ownership interest in the entity. No definition available.
|
| X | ||||||||||
|
- Details
|
|
Summary of Significant Accounting Policies (Details)
|
12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
USD ($)
|
Dec. 31, 2011
USD ($)
|
Dec. 31, 2010
USD ($)
|
Dec. 31, 2012
Exclusive Business Cooperation Agreement
item
|
Dec. 31, 2012
WOFE
Exclusive Business Cooperation Agreement
|
Dec. 31, 2012
WOFE
Exclusive Option Agreements
USD ($)
|
Dec. 31, 2012
WOFE
Exclusive Option Agreements
CNY
|
Dec. 31, 2012
WOFE
Amended and Restated Exclusive Business Cooperation Agreement
|
Dec. 31, 2012
WOFE
Exclusive Purchase Framework Agreement
|
Dec. 31, 2012
Vipshop Information
USD ($)
|
Dec. 31, 2011
Vipshop Information
USD ($)
|
Dec. 31, 2010
Vipshop Information
USD ($)
|
Oct. 31, 2012
Vipshop Information
Mr. Shen
|
Dec. 31, 2012
Vipshop Information
Mr. Shen
|
Dec. 31, 2012
Vipshop Information
Mr. Arthur Xiaobo Hong
|
Dec. 31, 2012
Vipshop Information
Mr. Bin Wu
|
Dec. 31, 2012
Vipshop Information
Mr. Xing Peng
|
Dec. 31, 2012
Vipshop Information
WOFE
Amended and Restated Exclusive Business Cooperation Agreement
|
Dec. 31, 2012
Vipshop Information
WOFE
Amended and Restated Exclusive Option Agreement
|
|
| Principles of consolidation | |||||||||||||||||||
| Fees payable in consideration of services, as a percentage of net income | 100.00% | ||||||||||||||||||
| Number of parties under the agreement | 2 | ||||||||||||||||||
| Term during which services shall be provided exclusively | 10 years | 5 years | |||||||||||||||||
| Term of agreement | 5 years | 10 years | 10 years | ||||||||||||||||
| Purchase price of the right to purchase equity interest of each equity holder of VIE | $ 1.61 | 10 | |||||||||||||||||
| Number of days of which a prior written notice is required to terminate the agreement | 30 days | 15 days | |||||||||||||||||
| Equity interest transferred from one of the former shareholder to an existing shareholder | 10.40% | ||||||||||||||||||
| Equity interest (as a percent) | 52.00% | 26.00% | 11.60% | 10.40% | |||||||||||||||
| Financial position of the VIE | |||||||||||||||||||
| Total assets | 173,424,245 | 60,721,481 | |||||||||||||||||
| Current Liabilities: | |||||||||||||||||||
| Accounts payable | (193,455,827) | (88,020,376) | (101,556) | (2,243,711) | |||||||||||||||
| Advance from customers | (55,948,713) | (15,381,357) | (55,948,713) | (15,378,465) | |||||||||||||||
| Accrued expenses and other current liabilities | (52,676,443) | (26,666,502) | (24,908,418) | (11,825,417) | |||||||||||||||
| Amounts due to related parties | (1,335,756) | (3,797,508) | (789,057) | (2,992,516) | |||||||||||||||
| Deferred income | (12,917,567) | (2,569,655) | (10,850,319) | (2,569,655) | |||||||||||||||
| Total current liabilities | (316,334,306) | (149,146,118) | (92,598,063) | (35,009,764) | |||||||||||||||
| Total liabilities | (92,598,063) | (35,009,764) | |||||||||||||||||
| Total equity | 80,826,182 | 25,711,717 | |||||||||||||||||
| Results of operation of the VIE | |||||||||||||||||||
| Net revenues | 692,112,964 | 227,142,876 | 32,582,115 | 691,975,575 | 226,291,723 | 32,582,115 | |||||||||||||
| Total operating expenses | (168,981,998) | (150,823,552) | (11,652,887) | (70,858,631) | (55,725,479) | (11,626,563) | |||||||||||||
| Net (loss) income | $ (9,472,074) | $ (107,271,525) | $ (8,365,848) | $ 8,058,229 | $ (26,409,424) | $ (8,339,525) | |||||||||||||
| X | ||||||||||
|
- Definition
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The current portion of prepayments received from customers for goods or services to be provided in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The carrying amount of consideration received or receivable as of the balance sheet date on potential earnings that were not recognized as revenue in conformity with GAAP, and which are expected to be recognized as such within one year or the normal operating cycle, if longer, including sales, license fees, and royalties, but excluding interest income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total revenue from sale of goods and services rendered during the reporting period, in the normal course of business, reduced by sales returns and allowances, and sales discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The carrying amount of the consolidated Variable Interest Entity's assets included in the reporting entity's statement of financial position. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The net carrying amount of the consolidated Variable Interest Entity's assets and liabilities included in the reporting entity's statement of financial position. No definition available.
|
| X | ||||||||||
|
- Definition
The carrying amount of the consolidated Variable Interest Entity's liabilities included in the reporting entity's statement of financial position. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Represents the fees payable in consideration of services received, as a percentage of net income. The rate of service fees may be adjusted upon mutual discussions between the two parties. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of days of which a prior written notice is required to terminate the agreement. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of parties under an agreement entered into by the entity. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the net amount of income and expenses which are generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the percentage of equity held by investors. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the percentage of equity interest transferred from one of the former shareholder to an existing shareholder of the entity. No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Represents the purchase price of the right acquired, to purchase equity interest of each equity holder of the VIE. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the term during which technical, consulting and information services shall be provided exclusively. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the term of the agreement. No definition available.
|
| X | ||||||||||
|
- Details
|
|
Summary of Significant Accounting Policies (Details 2) (USD $)
|
12 Months Ended | ||
|---|---|---|---|
|
Dec. 31, 2012
item
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Property and Equipment, Net | |||
| Residual value of furniture, fixtures and equipment and motor vehicles (as a percent) | 5.00% | ||
| Impairment of long-lived assets | |||
| Impairments | $ 437,725 | ||
| Revenue recognition | |||
| Period of unconditional right of return offered to customers | 7 days | ||
| Rate of surcharges and value added tax as a percentage of gross sales | 17.00% | ||
| Number of points that can be earned by customers for one RMB of purchase made | 1 | ||
| Period of expiration of discount coupons after redemption | 3 months | ||
| Deferred revenue related to reward points earned from prior purchases | 12,917,567 | 2,569,655 | |
| Rate of business tax as a percentage of service revenues earned | 5.00% | ||
| Cost of goods sold | |||
| Inventory write-down | 12,166,659 | 1,694,336 | 2,601,368 |
| Marketing expenses | |||
| Advertising expenses | $ 29,332,178 | $ 14,562,477 | $ 1,994,348 |
|
Furniture, fixtures and equipment | Minimum
|
|||
| Property and Equipment, Net | |||
| Estimated useful lives | 2 years | ||
|
Furniture, fixtures and equipment | Maximum
|
|||
| Property and Equipment, Net | |||
| Estimated useful lives | 3 years | ||
|
Motor vehicles
|
|||
| Property and Equipment, Net | |||
| Estimated useful lives | 5 years | ||
| X | ||||||||||
|
- Definition
Amount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The carrying amount of consideration received or receivable as of the balance sheet date on potential earnings that were not recognized as revenue in conformity with GAAP, and which are expected to be recognized as such within one year or the normal operating cycle, if longer, including sales, license fees, and royalties, but excluding interest income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The aggregate amount of write-downs for impairments recognized during the period for long lived assets held for use (including those held for disposal by means other than sale). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Charge to cost of goods sold that represents the reduction of the carrying amount of inventory, generally attributable to obsolescence or market conditions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Stated as a percentage, the estimated or actual value of the asset at the end of its useful life or when it is no longer serviceable (cannot be used for its original purpose) divided by its [historical] capitalized cost. No definition available.
|
| X | ||||||||||
|
- Definition
Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Represents the number of points that can be earned by customers for one RMB of purchase made on the entity's platforms under the membership reward program established by the entity. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the period of expiration of discount coupons provided by the entity after redemption. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the rate of business tax levied, as a percentage of service revenues earned by the entity. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the period of unconditional right of return offered to customers by the entity. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the rate of surcharges and value added tax levied, as a percentage of gross sales. No definition available.
|
|
Summary of Significant Accounting Policies (Details 3)
|
12 Months Ended | |||||
|---|---|---|---|---|---|---|
|
Dec. 31, 2012
USD ($)
|
Dec. 31, 2011
USD ($)
|
Dec. 31, 2010
USD ($)
|
Dec. 31, 2009
USD ($)
|
Dec. 31, 2012
Foreign currency risk
China, Yuan Renminbi
CNY
|
Dec. 31, 2011
Foreign currency risk
China, Yuan Renminbi
CNY
|
|
| Foreign Currency Transactions and Translations | ||||||
| Cash and cash equivalents denominated in RMB | $ 124,472,629 | $ 44,954,778 | $ 1,111,091 | $ 287,720 | 123,300,918 | 44,478,829 |
| Value added taxes | ||||||
| Rate of VAT levied on PRC subsidiaries of the company (as a percent) | 17.00% |
| X | ||||||||||
|
- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Represents the rate of surcharges and value added tax levied, as a percentage of gross sales. No definition available.
|
|
Accounts Receivable (Details) (USD $)
|
12 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2011
Total accounts receivable
Accounts receivable
Delivery service provider A
|
Dec. 31, 2011
Total accounts receivable
Accounts receivable
Delivery service provider B
|
Dec. 31, 2012
Total accounts receivable
Accounts receivable
Delivery service provider C
|
Dec. 31, 2012
Total accounts receivable
Accounts receivable
Delivery service provider D
|
Dec. 31, 2012
Delivery service providers
|
Dec. 31, 2011
Delivery service providers
|
Dec. 31, 2012
Other customers
|
Dec. 31, 2011
Other customers
|
|
| Accounts receivable | ||||||||||
| Gross accounts receivable | $ 6,875,717 | $ 4,094,082 | $ 114,843 | $ 56,582 | ||||||
| Total | $ 6,990,560 | $ 4,150,664 | ||||||||
| Concentration risk (as a percent) | 35.00% | 36.00% | 18.00% | 17.00% | ||||||
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Amounts due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer) for goods or services (including trade receivables) that have been delivered or sold in the normal course of business. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Other Receivables (Details) (USD $)
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|---|---|---|
| Other Receivables | ||
| Deposits (Note) | $ 4,734,991 | $ 2,369,131 |
| Cash advanced to staff | 104,310 | 163,682 |
| VAT receivable | 4,934,645 | 6,756,228 |
| Others | 219,941 | 121,440 |
| Total | $ 9,993,887 | $ 9,410,481 |
| X | ||||||||||
|
- Definition
Amounts due from an Entity employee, not to include stockholders or officers, which are usually due within 1 year (or 1 business cycle). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The carrying amount of other receivables, net, due within one year of the balance sheet date (or one operating cycle, if longer) from third parties or arising from transactions not separately disclosed. No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Carrying amount as of the balance sheet date of value added taxes due either from customers arising from sales on credit terms, or as previously overpaid to tax authorities. For classified balance sheets, represents the current amount receivable, that is amounts expected to be collected within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying value of amounts transferred to third parties for deposit purposes for inventory, advertising, and rental that are expected to be returned or applied towards payment within one year or during the operating cycle, if shorter. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the carrying amounts of other receivables due within one year of the balance sheet date (or one operating cycle, if longer) not separately disclosed. No definition available.
|
|
Held-to-maturity securities (Details) (Debt securities, USD $)
|
12 Months Ended |
|---|---|
|
Dec. 31, 2012
item
|
|
|
Debt securities
|
|
| Held-to-maturity securities | |
| Number of held-to-maturity securities | 5 |
| Amortized cost | $ 86,097,191 |
| Amount of unrecognized holding gain | 1,026,325 |
| Amount of impairment recognized for held-to-maturity securities | 0 |
| Amount of held-to-maturity securities sold | $ 0 |
| X | ||||||||||
|
- Definition
This item represents investments in debt securities which are categorized as held-to-maturity and that have scheduled maturities within one year of the balance sheet date or the normal operating cycle, whichever is longer; such investments are measured at amortized cost (carrying value). The held-to-maturity category is for those securities that the Entity has the positive intent and ability to hold until maturity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
As of the balance sheet date, the excess of fair value over carrying value (amortized cost) of a debt security categorized as held-to-maturity, exclusive of dividend or interest income recognized but not yet received and exclusive of any write-downs for other-than-temporary impairment. Such item represents the gross unrecognized holding gain. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Represents the amount of impairment recognized on held-to-maturity securities during the period. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the value of held-to-maturity securities sold during the period. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of held-to-maturity securities. No definition available.
|
|
Property and Equipment, Net (Details) (USD $)
|
12 Months Ended | ||
|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Property and Equipment, Net | |||
| Property and equipment, gross | $ 18,743,362 | $ 10,606,607 | |
| Less: accumulated depreciation | (6,105,795) | (1,458,445) | |
| Property and equipment, net | 12,637,567 | 9,148,162 | |
| Depreciation expenses | 4,527,122 | 1,368,824 | 103,193 |
| Impairment loss | 437,725 | ||
|
Fulfillment expenses
|
|||
| Property and Equipment, Net | |||
| Depreciation expenses | 2,265,757 | 352,921 | |
|
Marketing expenses
|
|||
| Property and Equipment, Net | |||
| Depreciation expenses | 6,648 | 2,128 | |
|
Technology and content expenses
|
|||
| Property and Equipment, Net | |||
| Depreciation expenses | 1,634,180 | 360,194 | |
|
General and administrative expenses
|
|||
| Property and Equipment, Net | |||
| Depreciation expenses | 620,537 | 653,581 | 103,193 |
|
Furniture, fixtures and equipment
|
|||
| Property and Equipment, Net | |||
| Property and equipment, gross | 12,506,256 | 6,342,363 | |
|
Leasehold improvements
|
|||
| Property and Equipment, Net | |||
| Property and equipment, gross | 2,624,050 | 1,372,451 | |
| Impairment loss | 437,725 | ||
|
Motor vehicles & Software
|
|||
| Property and Equipment, Net | |||
| Property and equipment, gross | $ 3,613,056 | $ 2,891,793 | |
| X | ||||||||||
|
- Definition
The cumulative amount of depreciation, depletion and amortization (related to property, plant and equipment, but not including land) that has been recognized in the income statement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The aggregate amount of write-downs for impairments recognized during the period for long lived assets held for use (including those held for disposal by means other than sale). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Gross amount of long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Amount, net of accumulated depreciation, depletion and amortization, of long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Bank borrowings (Details) (USD $)
|
12 Months Ended |
|---|---|
|
Dec. 31, 2011
|
|
| Bank borrowings | |
| Outstanding short term loans from banks | $ 12,710,720 |
| Restricted deposits representing fixed guarantee deposits required by bank | 14,214,585 |
|
Loan and bank facility
|
|
| Bank borrowings | |
| Outstanding short term loans from banks | 12,710,720 |
| Variable rate basis | Benchmark interest rate quoted by the People's Bank of China |
| Average interest rate for the period (as a percent) | 7.11% |
| Restricted deposits representing fixed guarantee deposits required by bank | $ 14,214,585 |
|
Loan and bank facility | Minimum
|
|
| Bank borrowings | |
| Interest rates on the loans as percentage of benchmark interest rate quoted by the People's Bank of China | 105.00% |
|
Loan and bank facility | Maximum
|
|
| Bank borrowings | |
| Interest rates on the loans as percentage of benchmark interest rate quoted by the People's Bank of China | 120.00% |
| X | ||||||||||
|
- Definition
The reference rate for the variable rate of the debt instrument, such as LIBOR or the US Treasury rate and the maturity of the reference rate used, such as three months or six months LIBOR. No definition available.
|
| X | ||||||||||
|
- Definition
The carrying amounts of cash and cash equivalent items which are restricted as to withdrawal or usage. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or entity statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. Excludes compensating balance arrangements that are not agreements which legally restrict the use of cash amounts shown on the balance sheet. For a classified balance sheet represents the current portion only (the noncurrent portion has a separate concept); there is a separate and distinct element for unclassified presentations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying amount at the balance sheet date of borrowings from a bank, not elsewhere enumerated in the taxonomy, with a maturity within one year (or within one operating cycle if longer) from the date of borrowing. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Reflects the calculation as of the balance sheet date of the average interest rate weighted by the amount of short-term debt outstanding by type or by instrument at that time. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Represents the percentage points used as a multiplier with the reference rate to compute the variable rate on the debt instrument. No definition available.
|
|
Accrued Expenses and other current liabilities (Details) (USD $)
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|---|---|---|
| Accrued Expenses and other current liabilities | ||
| Accrued advertising expense | $ 6,442,327 | $ 1,458,279 |
| Accrued shipping and handling expenses | 16,979,115 | 7,156,721 |
| Accrued payroll | 8,049,376 | 2,660,630 |
| Social benefit provision | 2,189,601 | 1,599,125 |
| Deposits from delivery service providers | 3,730,277 | 1,091,056 |
| Other tax payable | 9,513,784 | 10,383,025 |
| Accrued rental expenses | 1,580,588 | 180,412 |
| Accrued administrative expenses | 2,028,619 | 331,226 |
| Others | 2,162,756 | 1,806,028 |
| Total | $ 52,676,443 | $ 26,666,502 |
| X | ||||||||||
|
- Definition
Carrying value as of the balance sheet date of obligations incurred through that date and payable for advertising of the entity's goods and services. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Carrying value as of the balance sheet date of obligations incurred through that date and payable for contractual rent under lease arrangements. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The current portion of money or property received from customers which is either to be returned upon satisfactory contract completion or applied to customer receivables in accordance with the terms of the contract or the understandings. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying value as of the balance sheet date of obligations incurred through that date and payable arising from transactions not otherwise specified in the taxonomy. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying value as of the balance sheet date of obligations incurred and payable for statutory income, sales, use, payroll, excise, real, property and other taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Represents the carrying value as of the balance sheet date of obligations incurred through that date and payable for accrued administrative expenses. It is used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). No definition available.
|
| X | ||||||||||
|
- Definition
Represents the carrying value as of the balance sheet date of obligations incurred through that date and payable for transporting goods and services to customers, includes freight-out costs. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the carrying value, as of the balance sheet date, of additional obligations for social welfare benefit payments required under applicable labor regulations due to underpayments made in prior periods. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). No definition available.
|
|
Employee Retirement Benefit (Details) (USD $)
|
12 Months Ended | ||
|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Employee Retirement Benefit | |||
| Contributions to employee retirement benefit plan | $ 5,280,299 | $ 2,651,763 | $ 548,282 |
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The amount of the cost recognized during the period for defined contribution plans. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Distribution of Profit (Details) (USD $)
|
12 Months Ended |
|---|---|
|
Dec. 31, 2012
|
|
| Distribution of Profit | |
| Reserve level threshold for mandatory transfer requirement (as a percent) | 50.00% |
| Percentage of annual appropriation to general reserve fund required | 10.00% |
| Transferred to general reserve | $ 266,478 |
| X | ||||||||||
|
- Definition
Represents the amount of net income after tax appropriated towards the general reserve fund for entities incorporated in the People's Republic of China. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the percentage of net income after tax required to be appropriated towards the general reserve fund for entities incorporated in the People's Republic of China until the reserve balance reaches 50 percent of registered capital. No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Represents the level of the general reserve fund balance as a percentage of registered capital for entities incorporated in the People's Republic of China which must be attained before mandatory transfers to the reserve are no longer required. No definition available.
|
|
Capital Structure (Details)
|
0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 5 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Jun. 15, 2011
USD ($)
|
Apr. 11, 2011
USD ($)
|
Feb. 21, 2011
|
Dec. 31, 2012
USD ($)
item
|
Dec. 31, 2011
USD ($)
|
Jan. 31, 2011
USD ($)
|
Aug. 27, 2010
USD ($)
|
Mar. 31, 2012
2012 Stock Incentive Plan
|
Feb. 21, 2011
Founders
item
|
Dec. 31, 2011
Founders
USD ($)
|
Feb. 21, 2012
Original Investors
item
|
Aug. 27, 2010
Original Investors
item
|
Dec. 31, 2012
Original Investors
item
|
Dec. 17, 2010
Series A and Series B Preferred Shares investors
USD ($)
item
|
Dec. 31, 2012
Series A and Series B Preferred Shares investors
USD ($)
|
Dec. 31, 2011
Series A and Series B Preferred Shares investors
USD ($)
|
Jun. 15, 2011
Ordinary shares
USD ($)
|
Jan. 31, 2011
Ordinary shares
USD ($)
item
|
Nov. 22, 2010
Ordinary shares
USD ($)
|
Mar. 31, 2012
Ordinary shares
|
Dec. 31, 2012
Ordinary shares
USD ($)
|
Apr. 11, 2011
Ordinary shares
USD ($)
|
Feb. 21, 2011
Ordinary shares
USD ($)
|
Mar. 31, 2012
Ordinary shares
Initial public offering
USD ($)
|
Jun. 15, 2011
Ordinary shares
Original Investors
item
|
Jan. 31, 2011
Ordinary shares
Original Investors
item
|
Jan. 31, 2011
Ordinary shares
Rapid Prince
USD ($)
|
Aug. 27, 2010
Ordinary shares
Founders and Original Investors
USD ($)
|
Jun. 15, 2011
Ordinary shares
High Vivacity
USD ($)
|
Jun. 15, 2011
Ordinary shares
Elegant Motion
USD ($)
|
Jun. 15, 2011
Ordinary shares
Elegant Motion
High Vivacity
|
Feb. 23, 2011
Series A Preferred shares
USD ($)
|
Feb. 21, 2011
Series A Preferred shares
USD ($)
|
Dec. 31, 2012
Series A Preferred shares
USD ($)
|
Dec. 31, 2011
Series A Preferred shares
USD ($)
|
Apr. 11, 2011
Series A Preferred shares
USD ($)
|
Jan. 31, 2011
Series A Preferred shares
USD ($)
|
Mar. 31, 2012
Series A Preferred shares
Initial public offering
|
Apr. 11, 2011
Series B Preferred shares
USD ($)
|
Dec. 31, 2012
Series B Preferred shares
USD ($)
|
Dec. 31, 2012
Series B Preferred shares
CNY
|
Dec. 31, 2011
Series B Preferred shares
USD ($)
|
Mar. 31, 2012
Series B Preferred shares
Initial public offering
|
||||
| Capital Structure | ||||||||||||||||||||||||||||||||||||||||||||||
| Authorized share capital | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||
| Issued share capital | 10,128 | 4,624 | 50,000 | |||||||||||||||||||||||||||||||||||||||||||
| Authorized share capital, common shares | 471,620,833 | 471,620,833 | 479,787,500 | 479,787,500 | 471,620,833 | 50,000 | ||||||||||||||||||||||||||||||||||||||||
| Issued share capital, common shares | 101,284,881 | 46,234,659 | 10,000 | 45,937,500 | 45,937,500 | 50,000 | ||||||||||||||||||||||||||||||||||||||||
| Par value of common shares authorized (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 1.0 | |||||||||||||||||||||||||||||||||||||||
| Number of original investors who held ownership interest in the entity | 5 | 3 | 3 | |||||||||||||||||||||||||||||||||||||||||||
| Shares as result of subdivision of share capital | 500,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
| Number of shares redeemed and cancelled owned by the existing shareholders on pro rata basis | 499,990,000 | 1,837,500 | ||||||||||||||||||||||||||||||||||||||||||||
| Outstanding ordinary shares | 101,284,881 | 46,234,659 | 10,000 | 45,937,500 | 45,937,500 | |||||||||||||||||||||||||||||||||||||||||
| Number of loans provided by related party | 3 | |||||||||||||||||||||||||||||||||||||||||||||
| Aggregate amount of loan agreements entered into with preferred shares investors | 789,700 | 2,948,446 | 9,709,643 | 789,700 | 578,809 | |||||||||||||||||||||||||||||||||||||||||
| Authorized share capital, preferred shares | 20,212,500 | 20,212,500 | 20,212,500 | 8,166,667 | 8,166,667 | |||||||||||||||||||||||||||||||||||||||||
| Preferred Shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||||||||
| Number of shares issued to investors | 22,009,200 | 47,765,000 | 99,053 | 198,106 | 20,212,500 | 8,166,667 | ||||||||||||||||||||||||||||||||||||||||
| Number of original investors to whom shares were issued in the same proportion of their existing ownership | 5 | |||||||||||||||||||||||||||||||||||||||||||||
| Aggregate purchase price of shares repurchased and cancelled | 1,837,500 | |||||||||||||||||||||||||||||||||||||||||||||
| Number of original investors to whom shares were issued in the same proportion of their existing ownership | 1 | |||||||||||||||||||||||||||||||||||||||||||||
| Number of shares reserved for future issuance under the employee stock incentive plan | 7,350,000 | |||||||||||||||||||||||||||||||||||||||||||||
| Total consideration for shares issued to investors | 66,022,797 | 1,499,994 | 66,022,797 | 20,113,898 | 20,113,898 | 20,113,898 | 41,147,021 | 41,147,021 | 41,147,021 | |||||||||||||||||||||||||||||||||||||
| Issue price per share (in dollars per share) | $ 5.05 | $ 5.05 | $ 1 | $ 1.00 | $ 5.05 | |||||||||||||||||||||||||||||||||||||||||
| Subscription price of preferred stock shares settled in cash | 10,503,138 | 10,503,138 | [1] | 41,223,892 | ||||||||||||||||||||||||||||||||||||||||||
| Ratio of conversion of convertible preferred stock into common stock | 1 | |||||||||||||||||||||||||||||||||||||||||||||
| Minimum gross proceeds of initial public offering set as one condition for conversion of convertible securities into common stock | 150,000,000 | 30,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Percentage of outstanding preferred stock holders who elect to convert their shares, set as condition for conversion | 0.667 | 0.667 | ||||||||||||||||||||||||||||||||||||||||||||
| Liquidation preference as a percentage of subscription price | 120.00% | |||||||||||||||||||||||||||||||||||||||||||||
| Percentage of initial vesting of shares held | 40.00% | 25.00% | ||||||||||||||||||||||||||||||||||||||||||||
| Number of equal and continuous monthly installments in which remaining shares are to be vested | 36 | 36 | ||||||||||||||||||||||||||||||||||||||||||||
| Unvested shares held by individuals who held ownership interest | 18,632,250 | |||||||||||||||||||||||||||||||||||||||||||||
| Maximum agreed period of not transferring equity interest in the company from the effective date of first registration statement | 180 days | |||||||||||||||||||||||||||||||||||||||||||||
| Preferred shares issued | 20,212,500 | 20,212,500 | 8,166,667 | |||||||||||||||||||||||||||||||||||||||||||
| Preferred shares outstanding | 20,212,500 | 20,212,500 | 8,166,667 | |||||||||||||||||||||||||||||||||||||||||||
| Total consideration for shares issued to investors before deducting issuance costs | 1,500,000 | 20,212,781 | 41,223,892 | |||||||||||||||||||||||||||||||||||||||||||
| Direct costs of equity issuance | 175,754 | 3,332,962 | 98,883 | 76,871 | ||||||||||||||||||||||||||||||||||||||||||
| Fair value on issuance date (in dollars per share) | $ 3.79 | $ 3.43 | $ 3.75 | $ 5.04 | ||||||||||||||||||||||||||||||||||||||||||
| Deemed dividend for the beneficial conversion feature received by preferred shareholders | 49,214,977 | |||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares, subscribed | 8,166,667 | |||||||||||||||||||||||||||||||||||||||||||||
| Minimum valuation of liquidation event used in determining the liquidation preference among holders of any other class of shares | 5,000,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
| Liquidation preference pro rata initial distribution amount if liquidation event exceeds minimum valuation | 100,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
| Liquidation preference additional distribution as percentage of stock purchase price | 135.00% | 135.00% | ||||||||||||||||||||||||||||||||||||||||||||
| Liquidation preference remaining distribution as percentage of stock purchase price if assets or funds remain | 120.00% | |||||||||||||||||||||||||||||||||||||||||||||
| Number of investors who transferred shares to correct for an unintended error in earlier share distributions | 2 | |||||||||||||||||||||||||||||||||||||||||||||
| Number of shares transferred to Rapid Prince to correct for an unintended error in earlier share distributions | 215,431 | |||||||||||||||||||||||||||||||||||||||||||||
| Number of shares transferred to redistribute diluted shareholdings of founders | 1,521,007 | |||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | $ 6,205,708 | $ 7,596,949 | $ 73,927,902 | $ 63,908,618 | ||||||||||||||||||||||||||||||||||||||||||
| Fair value on the date of grant (in dollars per share) | $ 4.08 | |||||||||||||||||||||||||||||||||||||||||||||
| Maximum aggregate number of shares | 9,000,000 | 9,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
| Shares converted | 20,212,500 | 12,682,206 | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued as a result of exercises of share options by employees | 146,316 | 146,316 | ||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||
| X | ||||||||||
|
- Definition
Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Aggregate number of common shares reserved for future issuance. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of shares issued for each share of convertible preferred stock that is converted. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount for notes payable (written promise to pay), due to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow for cost incurred directly with the issuance of an equity security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of nonredeemable preferred stock (shares) (or preferred stock redeemable solely at the option of the issuer) allocated to investors to buy shares of a new issue of preferred stock before they are offered to the public. When stock is sold on a subscription basis, the issuer does not initially receive the total proceeds. In general, the issuer does not issue the shares to the investor until it receives the entire proceeds. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Proceeds from issuance of capital stock which provides for a specific dividend that is paid to the shareholders before any dividends to common stockholders and which takes precedence over common stockholders in the event of liquidation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The maximum number of shares (or other type of equity) originally approved (usually by shareholders and board of directors), net of any subsequent amendments and adjustments, for awards under the equity-based compensation plan. As stock or unit options and equity instruments other than options are awarded to participants, the shares or units remain authorized and become reserved for issuance under outstanding awards (not necessarily vested). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of shares issued during the period as a result of the conversion of convertible securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of new stock issued during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of share options (or share units) exercised during the current period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of shares issued during the period as a result of a stock split. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of shares that have been repurchased and retired during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Equity impact of the value of stock that has been repurchased and retired during the period. The excess of the purchase price over par value can be charged against retained earnings (once the excess is fully allocated to additional paid in capital). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Represents the amount of beneficial conversion feature recognized as an adjustment to additional paid in capital upon conversion of the security. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the value of maximum number of shares permitted to be issued by an entity's charter and bylaws. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the maximum agreed period during which equity interest in the entity cannot be transferred from the effective date of first registration statement. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the amount of minimum gross proceeds of initial public offering set as one of conditions for conversion of convertible securities into common stock. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of equal and continuous monthly installments for each month starting from after the date of initial vesting, in which shares are to be vested, other than the shares vested initially. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of investors that hold an ownership interest in the entity. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of investors from whom shares were repurchased by the entity. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of investors that were issued shares in the same proportion of their existing ownership. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of investors who transferred the shares, collectively through their respective investment holding companies to correct for an unintended error in earlier share distributions. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of loans provided by related party. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of shares transferred to related party by individuals holding ownership interest in the entity to correct for an unintended error in earlier share distributions. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of shares transferred to a related party to redistribute diluted shareholdings of founders of the entity to align their original agreed upon shareholdings after taken into the effect of the dilutions incurred from the issuance of preferred shares and the ESOP. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the percentage of initial vesting of shares held in the entity by the individuals holding ownership interest. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the percentage of outstanding preferred stock holders who elect to convert their shares into ordinary shares, set as condition for conversion. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the percentage of subscription price at which preferred shares may be liquidated in the event of a liquidation event. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the grant date fair value of shares awarded under stock-based awards of the entity. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the fair value on the date of issuance of stock issued during the period. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the offer price per share of the new shares issued during the period. No definition available.
|
| X | ||||||||||
|
- Definition
Equity impact of the value of new stock issued during the period before deducting issuance costs. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the liquidation preference additional distribution as a percentage of the stock's purchase price that the holder is entitled to receive after payment of the initial distribution. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the minimum valuation of liquidation event used in determining the liquidation preference among holders of any other class of shares. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the amount of the liquidation preference pro rata initial distribution to be paid to the stockholder prior to any distribution to holders of any other class of shares in the event that a liquidation event occurs and exceeds a minimum valuation. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the liquidation preference remaining distribution as a percentage of the stock's purchase price that the holder is entitled to receive after payment of all other distributions if assets or funds remain. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the unvested shares held by individuals who held ownership interest in the entity. No definition available.
|
|
Income Taxes (Details)
|
12 Months Ended | 12 Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
USD ($)
|
Dec. 31, 2011
USD ($)
|
Dec. 31, 2010
USD ($)
|
Dec. 31, 2012
Hong Kong
|
Dec. 31, 2011
Hong Kong
|
Dec. 31, 2010
Hong Kong
|
Dec. 31, 2012
People's Republic of China
USD ($)
item
|
Dec. 31, 2012
People's Republic of China
CNY
|
Dec. 31, 2011
People's Republic of China
USD ($)
|
Dec. 31, 2012
People's Republic of China
Vipshop Jianyang
|
|
| Income Taxes | ||||||||||
| Withholding tax upon payments of dividends (as a percent) | 0.00% | |||||||||
| Current rate of taxation (as a percent) | 16.50% | 16.50% | 16.50% | 25.00% | 25.00% | |||||
| Preferential tax rate (as a percent) | 15.00% | |||||||||
| Threshold annual primary business revenue as percentage of total enterprise revenue | 70.00% | |||||||||
| Unrecognized tax benefits | $ 0 | $ 0 | ||||||||
| Period of statute of limitations, if underpayment of income taxes is due to computational errors | 3 years | 3 years | ||||||||
| Period of statute of limitations under special circumstances not clearly defined | 5 years | 5 years | ||||||||
| Minimum underpayment of income tax liability subject to five years statute of limitations | 100,000 | |||||||||
| Minimum underpayment of income tax liability, which attracts five years statute of limitations | 16,051 | |||||||||
| Period of statute of limitations in case of transfer pricing related adjustment | 10 years | 10 years | ||||||||
| Components of income tax expense | ||||||||||
| Current tax | 706,173 | |||||||||
| Total tax expenses | 706,173 | |||||||||
| Number of legal entities having profit which are organized outside tax jurisdiction | 0 | 0 | ||||||||
| Reconciliation of the income tax expense (credit) to loss before income tax | ||||||||||
| Loss before income tax | (8,765,901) | (107,271,525) | (8,365,848) | |||||||
| Computed income tax expense at PRC EIT tax rate | (2,191,475) | (26,817,881) | (2,091,462) | |||||||
| Effect of non-deductible expenses | 938,532 | 19,532,656 | 118,881 | |||||||
| Effect of different tax rates of a subsidiary operating in other jurisdictions | 135,975 | 44,048 | ||||||||
| Effect of tax holidays on concessionary rates granted to a PRC subsidiary | (136,527) | |||||||||
| Change in valuation allowance | 1,959,668 | 7,241,177 | 1,972,581 | |||||||
| Total tax expenses | 706,173 | |||||||||
| Aggregate amount and per share effect of the tax holidays and tax concessions | ||||||||||
| The aggregate effect | 136,527 | |||||||||
| Per share effect - basic | $ 0.00 | |||||||||
| Per share effect - diluted | $ 0.00 | |||||||||
| Deferred tax assets: | ||||||||||
| Net operating loss carry forwards | 1,752,613 | 6,411,543 | ||||||||
| Allowance for doubtful debts | 62,369 | 12,857 | ||||||||
| Inventory write-down | 2,672,334 | 394,082 | ||||||||
| Payroll payable and other accruals | 2,139,275 | 1,561,864 | ||||||||
| Deferred revenue | 5,443,072 | 1,584,985 | ||||||||
| Others | 14,653 | 14,503 | ||||||||
| Foreign exchange | (487,837) | (343,023) | ||||||||
| Less: valuation allowance | (11,596,479) | (9,636,811) | ||||||||
| Tax loss carried forward of certain subsidiaries and the variable interest entity | $ 7,730,540 | $ 25,822,363 | ||||||||
| X | ||||||||||
|
- Definition
The component of income tax expense for the period representing amounts of income taxes paid or payable (or refundable) for the period for all income tax obligations as determined by applying the provisions of relevant enacted tax laws to relevant amounts of taxable Income or Loss from continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from deferred income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from inventory. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences not separately disclosed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The tax effect as of the balance sheet date of the amount of the estimated future tax deductions arising from employee benefit costs not otherwise specified in the taxonomy, which can only be deducted for tax purposes when actual costs are incurred, and which can only be realized if sufficient tax-basis income is generated in future periods to enable the deduction to be taken. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from the allowance for doubtful accounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of deferred tax liability attributable to taxable temporary differences from unrealized gains on foreign currency transactions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
A ratio calculated by dividing the reported amount of income tax expense attributable to continuing operations for the period by GAAP-basis pretax income from continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Sum of operating profit and nonoperating income or expense before Income or Loss from equity method investments, income taxes, extraordinary items, and noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The sum of the current income tax expense or benefit and the deferred income tax expense or benefit pertaining to pretax Income or Loss from continuing operations; income tax expense or benefit may include interest and penalties on tax uncertainties based on the entity's accounting policy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The amount of income taxes from which a reporting entity is exempt or for which it will receive a reduction in income taxes as a result of the income tax holiday granted by the taxing jurisdiction. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The portion of the difference between total income tax expense or benefit as reported in the Income Statement and the expected income tax expense or benefit computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations attributable to changes in the valuation allowance for deferred tax assets in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of income tax expense or benefit for the period computed by applying the domestic federal statutory tax rates to pretax income from continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The sum of the differences between total income tax expense or benefit as reported in the Income Statement for the period and the expected income tax expense or benefit computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations attributable to nondeductible expenses under enacted tax laws, or differences in the methodologies used to determine expense amounts for financial statements prepared in accordance with generally accepted accounting principles and enacted tax laws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The portion of the difference between total income tax expense or benefit as reported in the Income Statement and the expected income tax expense or benefit computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations attributable to income that is exempt from income tax because of [foreign] tax holidays an entity has received in the period. A foreign tax "holiday" refers to a foreign jurisdiction that attempts to attract in-coming or foreign investment by offering an exemption from income taxes for some defined period of time. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The sum of domestic, foreign and state and local operating loss carryforwards, before tax effects, available to reduce future taxable income under enacted tax laws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The gross amount of unrecognized tax benefits pertaining to uncertain tax positions taken in tax returns as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Represents the statutory corporate income tax rate in the foreign jurisdiction. No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Per share amount effect of the income tax benefit on basic earnings per share resulting from the income tax holidays granted by taxing jurisdictions. No definition available.
|
| X | ||||||||||
|
- Definition
Per share amount effect of the income tax benefit on diluted earnings per share resulting from the income tax holidays granted by taxing jurisdictions. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the sum of the differences between total income tax expense or benefit as reported in the income statement for the period and the expected income tax expense or benefit computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations attributable to different tax rates of subsidiary operating in other jurisdictions. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the amount of the minimum underpayment of income tax liability which is considered a special circumstance by the income tax authority and subject to a statute of limitation period of five years. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the amount of minimum underpayment of income tax liability, which attracts a five years statute of limitations, it is specifically listed under special circumstances. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of entities having profit which are organized outside tax jurisdiction. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the period of statute of limitations established by the income tax authority in the case of a transfer pricing related adjustment. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the period of statute of limitations established by the income tax authority for the underpayment of income taxes is due to computational errors made by the taxpayer if special circumstances, which are not clearly defined, exist. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the period of statute of limitations established by the income tax authority if the underpayment of income taxes is due to computational errors made by the taxpayer. No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Represents the threshold of annual primary business revenue as a percentage of total enterprise revenue. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the withholding tax applied to dividends payable by the entity to its shareholders of Cayman Islands. No definition available.
|
|
Net Loss Per Share (Details)
|
12 Months Ended | |
|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
|
Employee Stock Options
|
||
| Net Loss Per Share | ||
| Securities excluded from the computation of diluted net loss per share | 6,657,794 | 7,167,138 |
|
Series A Preferred Shares
|
||
| Net Loss Per Share | ||
| Securities excluded from the computation of diluted net loss per share | 20,212,500 | |
|
Series B Preferred Shares
|
||
| Net Loss Per Share | ||
| Securities excluded from the computation of diluted net loss per share | 8,166,667 | |
|
Non-vested ordinary shares
|
||
| Net Loss Per Share | ||
| Securities excluded from the computation of diluted net loss per share | 741,500 | |
| X | ||||||||||
|
- Definition
Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
|
Net Loss Per Share (Details 2) (USD $)
|
12 Months Ended | ||
|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Numerator: | |||
| Net loss | $ (9,472,074) | $ (107,271,525) | $ (8,365,848) |
| Deemed dividend on issuance of Series A Preferred Shares | (49,214,977) | ||
| Net loss attributable to ordinary shareholders | $ (9,472,074) | $ (156,486,502) | $ (8,365,848) |
| Denominator: | |||
| Weighted-average ordinary shares | 88,849,206 | 46,255,574 | 47,775,000 |
| Outstanding - basic and diluted | |||
| Basic net loss per share (in dollars per share) | $ (0.11) | $ (3.38) | $ (0.18) |
| Diluted net loss per share (in dollars per share) | $ (0.11) | $ (3.38) | $ (0.18) |
| X | ||||||||||
|
- Definition
The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Net income after adjustments for dividends on preferred stock (declared in the period) and/or cumulative preferred stock (accumulated for the period). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The amount of preferred stock dividends that is an adjustment to net income apportioned to common stockholders. No definition available.
|
| X | ||||||||||
|
- Definition
Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS). No definition available.
|
|
Commitments and contingencies (Details) (USD $)
|
12 Months Ended | ||
|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Commitments and contingencies | |||
| Rental expenses | $ 7,500,451 | $ 3,153,903 | $ 522,471 |
| Minimum lease payments under non-cancellable leases | |||
| Year ending December 31, 2013 | 13,581,686 | ||
| Year ending December 31, 2014 | 15,323,926 | ||
| Year ending December 31, 2015 | 12,272,267 | ||
| Year ending December 31, 2016 | 11,648,350 | ||
| Year ending December 31, 2017 | 11,648,350 | ||
| Over December 31, 2017 | 20,723,438 | ||
| Total minimum lease payments | 85,198,017 | ||
| Capital commitment | |||
| Commitment capital expenditures | 1,096,251 | ||
| Contingencies | |||
| Accrued under-paid social welfare payments required under applicable PRC labor laws | $ 2,189,601 | $ 1,599,125 | |
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Amount of required minimum rental payments for leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Amount of required minimum rental payments maturing in the next fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of required minimum rental payments maturing in the fifth fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of required minimum rental payments maturing in the forth fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of required minimum rental payments maturing in the third fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of required minimum rental payments maturing in the second fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of required minimum rental payments maturing after the fifth fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Rental expense for the reporting period incurred under operating leases, including minimum and any contingent rent expense, net of related sublease income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Represents the carrying value, as of the balance sheet date, of additional obligations for social welfare benefit payments required under applicable labor regulations due to underpayments made in prior periods. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Represents the amount of capital expenditures for which the entity had made a commitment. No definition available.
|
|
Related Party Transactions (Details) (USD $)
|
12 Months Ended | |||||
|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2012
Series A and Series B Preferred Shares investors
|
Dec. 31, 2011
Series A and Series B Preferred Shares investors
|
Dec. 17, 2010
Series A and Series B Preferred Shares investors
|
|
| Related Party Transactions | ||||||
| Purchase of goods | $ 6,663,431 | $ 6,310,308 | $ 2,352,164 | |||
| Amounts due from related parties | 177,237 | 2,101,853 | ||||
| Related Party | ||||||
| Outstanding loan balances due related party | 789,700 | 2,948,446 | 789,700 | 578,809 | 9,709,643 | |
| Amount due for purchases of goods from companies controlled by shareholders | $ 546,056 | $ 849,062 | ||||
| X | ||||||||||
|
- Definition
Amount for accounts payable to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount for notes payable (written promise to pay), due to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Purchases during the period (excluding transactions that are eliminated in consolidated or combined financial statements) with related party. No definition available.
|
| X | ||||||||||
|
- Details
|
|
Share-based Payments (Details) (USD $)
|
0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Jul. 10, 2011
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2012
Employees
Binomial model
|
Dec. 31, 2012
Awards granted on March 18, 2011 with exercise price of $0.5
|
Dec. 31, 2012
Awards granted on March 18, 2011 with exercise price of $0.5
Binomial model
|
Dec. 31, 2012
Awards granted on March 18, 2011 with exercise price of $0.5
|
Dec. 31, 2012
Awards granted on March 18, 2011 with exercise price of $0.5
|
Dec. 31, 2012
Awards granted on March 18, 2011 with exercise price of $0.5
|
Dec. 31, 2012
Awards granted on March 18, 2011 with exercise price of $0.5
|
Dec. 31, 2012
Awards granted on March 18, 2011 with exercise price of $0.5
|
Dec. 31, 2012
Awards granted on March 28, 2011 with exercise price of $0.5
|
Dec. 31, 2012
Awards granted on March 28, 2011 with exercise price of $0.5
Binomial model
|
Dec. 31, 2012
Awards granted on July 10, 2011 with exercise price of $0.5
|
Dec. 31, 2012
Awards granted on July 10, 2011 with exercise price of $0.5
Binomial model
|
Dec. 31, 2012
Awards granted on August 30, 2011 with exercise price of $2.52
|
Dec. 31, 2012
Awards granted on August 30, 2011 with exercise price of $2.52
Binomial model
|
Dec. 31, 2012
Awards granted on November 30, 2011
Binomial model
|
Dec. 31, 2012
Awards granted on November 30, 2011
Binomial model
Minimum
|
Dec. 31, 2012
Awards granted on November 30, 2011
Binomial model
Maximum
|
Nov. 30, 2011
Awards granted on November 30, 2011
Employees
Binomial model
|
Nov. 30, 2011
Awards granted on November 30, 2011
Independent directors
Binomial model
|
Dec. 31, 2012
Awards granted on November 30, 2011 with exercise price of $2.52
|
Dec. 31, 2012
Awards granted on November 30, 2011 with exercise price of $2.52
Minimum
|
Dec. 31, 2012
Awards granted on November 30, 2011 with exercise price of $2.52
Maximum
|
Dec. 31, 2012
Awards granted on November 30, 2011 with exercise price of $2.50
|
Dec. 31, 2012
Awards granted on February 1, 2012 with exercise price of $2.50
|
Dec. 31, 2012
Awards granted on February 1, 2012 with exercise price of $2.50
Binomial model
|
Dec. 31, 2012
Awards granted on April 16, 2012 with exercise price of $ 2.50
|
Dec. 31, 2012
Awards granted on April 16, 2012 with exercise price of $ 2.50
Binomial model
|
Dec. 31, 2012
Awards granted on April 16, 2012 with exercise price of $ 2.50
Binomial model
Minimum
|
Dec. 31, 2012
Awards granted on April 16, 2012 with exercise price of $ 2.50
Binomial model
Maximum
|
Dec. 31, 2012
Awards granted on April 16, 2012 with exercise price of $ 2.50
Employees
|
Dec. 31, 2012
Awards granted on April 16, 2012 with exercise price of $ 2.50
Independent directors
|
Mar. 31, 2011
2011 Plan
|
Dec. 31, 2012
2012 Plan
|
Mar. 31, 2012
2012 Plan
|
|
| Share-based Payments | |||||||||||||||||||||||||||||||||||||
| Number of ordinary shares authorized as stock based compensation | 9,000,000 | 7,350,000 | 9,000,000 | ||||||||||||||||||||||||||||||||||
| Maximum aggregate number of shares that may be issued per calendar year | 1,500,000 | ||||||||||||||||||||||||||||||||||||
| Exercise Price per share (in dollars per share) | $ 2.51 | $ 1.25 | $ 0.5 | $ 0.5 | $ 0.5 | $ 0.5 | $ 0.5 | $ 0.5 | $ 0.5 | $ 0.5 | $ 2.52 | $ 2.52 | $ 2.50 | $ 2.52 | $ 2.50 | ||||||||||||||||||||||
| Number of options granted to executive officers and employees (in shares) | 758,048 | 7,167,138 | 367,500 | 1,470,000 | 183,750 | 735,000 | 735,000 | 367,500 | 945,000 | 50,000 | 819,638 | 1,310,000 | 551,250 | 551,250 | 1,310,000 | 204,910 | 553,138 | 452,000 | 101,138 | ||||||||||||||||||
| Percentage of options granted, vesting at the first anniversary of grant date | 33.00% | 36.00% | 29.00% | 37.50% | 56.00% | 33.00% | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | ||||||||||||||||||||||||
| Percentage of options granted, vesting at the end of each month after the first anniversary | 0.0208333 | 0.0277777 | 0.0277777 | 0.0208333 | 0.0208333 | 0.0208333 | 0.0208333 | 0.0208333 | 0.0208333 | 0.0208333 | 0.0208333 | 0.0208333 | 0.0208333 | ||||||||||||||||||||||||
| Expiration period from grant date | 10 years | ||||||||||||||||||||||||||||||||||||
| Post-termination exercise period | 9 months | ||||||||||||||||||||||||||||||||||||
| Maximum period of authorized leave of absence after which vesting shall be suspended | 90 days | ||||||||||||||||||||||||||||||||||||
| Assumptions used in valuation of the fair value of the share options | |||||||||||||||||||||||||||||||||||||
| Estimated forfeiture rate (as a percent) | 9.00% | ||||||||||||||||||||||||||||||||||||
| Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||||||
| Risk-free interest rate (as a percent) | 3.725% | 3.725% | 3.725% | 3.725% | 3.725% | 3.725% | 3.725% | 3.778% | 3.778% | 4.127% | 4.127% | 3.116% | 3.116% | 2.853% | 2.853% | 2.5362% | 2.5362% | 3.002% | 3.002% | ||||||||||||||||||
| Expected Volatility (as a percent) | 56.68% | 56.68% | 56.68% | 56.68% | 56.68% | 56.68% | 56.68% | 56.53% | 56.53% | 55.26% | 55.26% | 54.99% | 54.99% | 54.00% | 54.00% | 51.33% | 51.33% | 53.12% | 53.12% | ||||||||||||||||||
| Expected life | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 4 years 6 months | 4 years 6 months | 10 years | |||||||||||||||||||
| Exercise multiples | 2.8 | 2.8 | 2.8 | 2.8 | 2.8 | 2.8 | 2.8 | 2.2 | 2.2 | 2.2 | 2.2 | 2.2 | 2.2 | 2.2 | 2.8 | 2.2 | 2.8 | ||||||||||||||||||||
| Fair value of underlying ordinary shares (in dollars per share) | $ 4.31 | $ 3.40 | $ 3.40 | $ 3.44 | $ 3.44 | $ 4.31 | $ 4.31 | $ 4.78 | $ 4.78 | $ 6.36 | $ 4.43 | $ 4.61 | $ 4.43 | $ 4.61 | $ 8.92 | $ 8.92 | $ 2.51 | $ 2.51 | |||||||||||||||||||
| Options outstanding | |||||||||||||||||||||||||||||||||||||
| Outstanding at the beginning of the period (in shares) | 7,167,138 | ||||||||||||||||||||||||||||||||||||
| Granted (in shares) | 758,048 | 7,167,138 | 367,500 | 1,470,000 | 183,750 | 735,000 | 735,000 | 367,500 | 945,000 | 50,000 | 819,638 | 1,310,000 | 551,250 | 551,250 | 1,310,000 | 204,910 | 553,138 | 452,000 | 101,138 | ||||||||||||||||||
| Exercised (in shares) | (146,316) | ||||||||||||||||||||||||||||||||||||
| Forfeited (in shares) | (376,028) | ||||||||||||||||||||||||||||||||||||
| Outstanding at the end of the period (in shares) | 7,402,842 | 7,167,138 | |||||||||||||||||||||||||||||||||||
| Non-vested at the end of the period (in shares) | 4,256,083 | ||||||||||||||||||||||||||||||||||||
| Vested and expected to vest at the end of the period (in shares) | 7,242,920 | ||||||||||||||||||||||||||||||||||||
| Exercisable at the end of the period (in shares) | 3,146,759 | ||||||||||||||||||||||||||||||||||||
| Weighted average exercise price per share | |||||||||||||||||||||||||||||||||||||
| Outstanding at the beginning of the period (in dollars per share) | $ 1.25 | ||||||||||||||||||||||||||||||||||||
| Granted (in dollars per share) | $ 2.51 | $ 1.25 | $ 0.5 | $ 0.5 | $ 0.5 | $ 0.5 | $ 0.5 | $ 0.5 | $ 0.5 | $ 0.5 | $ 2.52 | $ 2.52 | $ 2.50 | $ 2.52 | $ 2.50 | ||||||||||||||||||||||
| Exercised (in dollars per share) | $ 1.31 | ||||||||||||||||||||||||||||||||||||
| Forfeited (in dollars per share) | $ 0.90 | ||||||||||||||||||||||||||||||||||||
| Outstanding at the end of the period (in dollars per share) | $ 1.16 | $ 1.25 | |||||||||||||||||||||||||||||||||||
| Vested and expected to vest at the end of the period (in dollars per share) | $ 1.14 | ||||||||||||||||||||||||||||||||||||
| Exercisable at the end of the period (in dollars per share) | $ 0.78 | ||||||||||||||||||||||||||||||||||||
| Weighted average remaining contractual life per share | |||||||||||||||||||||||||||||||||||||
| Outstanding at the beginning of the period | 2 years 1 month 28 days | 3 years 22 days | |||||||||||||||||||||||||||||||||||
| Granted | 3 years 3 months 4 days | 3 years 7 months 10 days | |||||||||||||||||||||||||||||||||||
| Exercised | 2 years 6 months 11 days | ||||||||||||||||||||||||||||||||||||
| Forfeited | 2 years 5 months 1 day | ||||||||||||||||||||||||||||||||||||
| Outstanding at the end of the period | 2 years 1 month 28 days | 3 years 22 days | |||||||||||||||||||||||||||||||||||
| Vested and expected to vest at the end of the period | 2 years 1 month 20 days | ||||||||||||||||||||||||||||||||||||
| Exercisable at the end of the period | 1 year 9 months 11 days | ||||||||||||||||||||||||||||||||||||
| Weighted average fair value at grant date | |||||||||||||||||||||||||||||||||||||
| Granted (in dollars per share) | $ 1.91 | $ 3.40 | |||||||||||||||||||||||||||||||||||
| Exercised (in dollars per share) | $ 3.62 | ||||||||||||||||||||||||||||||||||||
| Forfeited (in dollars per share) | $ 1.88 | ||||||||||||||||||||||||||||||||||||
| Non-vested at the end of the period (in dollars per share) | $ 3.29 | ||||||||||||||||||||||||||||||||||||
| Weighted average intrinsic value per option | |||||||||||||||||||||||||||||||||||||
| Granted (in dollars per share) | $ 0.59 | $ 3.09 | |||||||||||||||||||||||||||||||||||
| Exercised (in dollars per share) | $ 5.74 | ||||||||||||||||||||||||||||||||||||
| Aggregate intrinsic value | |||||||||||||||||||||||||||||||||||||
| Granted | $ 449,469 | $ 22,119,207 | |||||||||||||||||||||||||||||||||||
| Exercised | 840,014 | ||||||||||||||||||||||||||||||||||||
| Vested and expected to vest at the end of the period | 56,324,013 | ||||||||||||||||||||||||||||||||||||
| Exercisable at the end of the period | $ 25,602,927 | ||||||||||||||||||||||||||||||||||||
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Expected term of share-based compensation awards, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The risk-free interest rate assumption that is used in valuing an option on its own shares. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The maximum number of shares (or other type of equity) originally approved (usually by shareholders and board of directors), net of any subsequent amendments and adjustments, for awards under the equity-based compensation plan. As stock or unit options and equity instruments other than options are awarded to participants, the shares or units remain authorized and become reserved for issuance under outstanding awards (not necessarily vested). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The total accumulated difference between fair values of underlying shares on dates of exercise and exercise price on options which were exercised (or share units converted) into shares during the reporting period under the plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The combined weighted average of the accumulated differences between the fair values on underlying shares and exercises prices to acquire such shares as of the grant date on options that were either forfeited or lapsed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The grant-date intrinsic value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Gross number of share options (or share units) granted during the period. No definition available.
|
| X | ||||||||||
|
- Definition
The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of shares reserved for issuance under stock option agreements awarded under the plan that validly exist and are outstanding as of the balance sheet date, including vested options. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of difference between fair value of the underlying shares reserved for issuance and exercise prices of fully vested and expected to vest options outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
As of the balance sheet date, the number of shares into which fully vested and expected to vest stock options outstanding can be converted under the option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
As of the balance sheet date, the weighted-average exercise price for outstanding stock options that are fully vested or expected to vest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average remaining contractual term for fully vested and expected to vest options outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average price at which option holders acquired shares when converting their stock options into shares. No definition available.
|
| X | ||||||||||
|
- Definition
Weighted average price at which grantees could have acquired the underlying shares with respect to stock options that were terminated. No definition available.
|
| X | ||||||||||
|
- Definition
Weighted average price at which grantees can acquire the shares reserved for issuance on stock options awarded. No definition available.
|
| X | ||||||||||
|
- Definition
Number of share options (or share units) exercised during the current period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Represents the forfeiture rate estimated by the entity in determining the fair value of the share options. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the agreed-upon multiple of exercise price for the exchange of the underlying asset relating to the share-based payment award. The expected exercise multiple is the average ratio of the stock price to the exercise price of when employees would decide to voluntarily exercise their vested options. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the maximum number of shares approved for issuance per calendar year. No definition available.
|
| X | ||||||||||
|
- Definition
The weighted average grant-date fair value of options exercised during the reporting period as calculated by applying the disclosed option pricing methodology. No definition available.
|
| X | ||||||||||
|
- Definition
The weighted average grant-date fair value of options forfeited during the reporting period as calculated by applying the disclosed option pricing methodology. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the expiration period of equity-based awards granted by the entity from the grant date. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the amount of difference between fair value of the underlying shares reserved for issuance and exercise price of share options (or share units) granted during the period. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the percentage of share options (or share units) granted, which are to be vested at the end of each month after the first anniversary of grant date. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the percentage of share options (or share units) granted, which are to be vested at the first anniversary of grant date. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the maximum period of authorized leave of absence, after which vesting, of share options (or share units) granted by the entity, shall be suspended. No definition available.
|
| X | ||||||||||
|
- Definition
The number of non-vested stock options that validly exist and are outstanding as of the balance sheet date. No definition available.
|
| X | ||||||||||
|
- Definition
The weighted average grant date fair value of nonvested options that are outstanding as of the balance-sheet date under stock option plans. No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Represents the post-termination exercise period of equity-based awards granted by the entity. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the estimated fair value of underlying shares of the options granted under the share-based payment award. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the weighted average remaining contractual term for share options (or share units) exercised during the current period. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the weighted average remaining contractual term for shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the weighted average remaining contractual term for share options (or share units) granted during the period. No definition available.
|
|
Share-based Payments (Details 2) (USD $)
|
0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Jul. 10, 2011
|
Jun. 15, 2011
|
Jul. 31, 2012
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2011
Ordinary shares
|
Jun. 15, 2011
Ordinary shares
|
Feb. 21, 2011
Founders
item
|
Dec. 31, 2011
Founders
|
Dec. 31, 2011
Founders
Ordinary shares
|
Jun. 15, 2011
High Vivacity
Ordinary shares
Elegant Motion
|
Jul. 31, 2012
Before Modification
|
Dec. 31, 2012
Before Modification
|
Jul. 31, 2012
After Modification
|
Dec. 31, 2012
After Modification
|
Dec. 31, 2012
Employees
|
Dec. 31, 2011
Employees
|
Dec. 31, 2012
Executives and employees
|
Dec. 31, 2011
Executives and employees
|
Dec. 31, 2011
Vice chairman of the board of directors
Ordinary shares
|
|
| Additional information related to stock options | ||||||||||||||||||||
| Share-based payment expenses related to share options granted | $ 6,205,708 | $ 7,596,949 | $ 73,927,902 | $ 63,908,618 | $ 7,369,081 | $ 3,813,576 | ||||||||||||||
| Fair value of shares vested | 10,617,312 | |||||||||||||||||||
| Unrecognized compensation cost related to unvested share options granted | 14,511,914 | 19,767,597 | ||||||||||||||||||
| Weighted-average period over which unrecognized compensation cost is to be recognized | 2 years 5 months 12 days | 3 years 22 days | ||||||||||||||||||
| Options approved for modification (in shares) | 819,638 | |||||||||||||||||||
| Exercise Price per share (in dollars per share) | $ 2.51 | $ 1.25 | $ 2.52 | $ 2.52 | $ 0.50 | $ 0.50 | ||||||||||||||
| Incremental compensation cost resulting from modification | 1,122,360 | |||||||||||||||||||
| Incremental compensation cost resulting from modification recorded during the period | 484,862 | |||||||||||||||||||
| Incremental compensation cost to be amortized over the remaining vesting period of the modified options | 637,498 | |||||||||||||||||||
| Assumptions used in valuation of the fair value of the share options | ||||||||||||||||||||
| Expected dividend yield (as a percent) | 0.00% | 0.00% | ||||||||||||||||||
| Risk-free interest rate (as a percent) | 3.00% | 3.00% | ||||||||||||||||||
| Expected Volatility (as a percent) | 42.55% | 42.55% | ||||||||||||||||||
| Expected life | 4 years 6 months | 4 years 6 months | ||||||||||||||||||
| Exercise multiples | 2.2 | 2.2 | ||||||||||||||||||
| Fair value of underlying ordinary shares (in dollars per share) | $ 4.31 | $ 2.78 | $ 2.78 | |||||||||||||||||
| Additional disclosure | ||||||||||||||||||||
| Initial vesting percentage of shares held | 40.00% | |||||||||||||||||||
| Number of equal and continuous monthly installments in which remaining shares are to be vested | 36 | |||||||||||||||||||
| Share-based payment expenses related to share options granted | $ 6,205,708 | $ 7,596,949 | $ 73,927,902 | $ 63,908,618 | $ 7,369,081 | $ 3,813,576 | ||||||||||||||
| Number of shares transferred to redistribute diluted shareholdings of founders | 1,521,007 | |||||||||||||||||||
| Fair value on the date of grant (in dollars per share) | $ 4.08 | |||||||||||||||||||
| Number of ordinary shares | ||||||||||||||||||||
| Granted (in shares) | 18,632,250 | 1,521,007 | ||||||||||||||||||
| Vested (in shares) | (20,153,257) | |||||||||||||||||||
| Granted (in dollars per share) | $ 3.43 | $ 4.08 | ||||||||||||||||||
| X | ||||||||||
|
- Definition
Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average period over which unrecognized compensation is expected to be recognized for equity-based compensation plans, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate unrecognized cost of option awards made to employees under a stock option plan or plans, that have yet to vest. No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Expected term of share-based compensation awards, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The risk-free interest rate assumption that is used in valuing an option on its own shares. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Fair value of options vested. Excludes equity instruments other than options, for example, but not limited to, share units, stock appreciation rights, restricted stock. No definition available.
|
| X | ||||||||||
|
- Definition
An excess of the fair value of the modified award over the fair value of the award immediately before the modification. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average price at which grantees can acquire the shares reserved for issuance on stock options awarded. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of equal and continuous monthly installments for each month starting from after the date of initial vesting, in which shares are to be vested, other than the shares vested initially. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of shares transferred to a related party to redistribute diluted shareholdings of founders of the entity to align their original agreed upon shareholdings after taken into the effect of the dilutions incurred from the issuance of preferred shares and the ESOP. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the percentage of initial vesting of shares held in the entity by the individuals holding ownership interest. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of equity based awards granted during the current period. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the weighted average granted date fair value of shares granted during the reporting period. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of equity based awards vested during the current period. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the agreed-upon multiple of exercise price for the exchange of the underlying asset relating to the share-based payment award. The expected exercise multiple is the average ratio of the stock price to the exercise price of when employees would decide to voluntarily exercise their vested options. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the grant date fair value of shares awarded under stock-based awards of the entity. No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Represents the number of options which are approved for modification by the board of directors of the entity. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the estimated fair value of underlying shares of the options granted under the share-based payment award. No definition available.
|
| X | ||||||||||
|
- Definition
Represents an excess of the fair value of the modified award over the fair value of the award immediately before the modification which is recognized during the period. No definition available.
|
| X | ||||||||||
|
- Definition
Represents an excess of the fair value of the modified award over the fair value of the award immediately before the modification which is yet to be amortized. No definition available.
|
|
Share-based Payments (Details 3) (USD $)
|
0 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
|
Sep. 30, 2012
|
Oct. 02, 2012
|
Jun. 01, 2012
|
Dec. 31, 2012
|
|
| Non-vested shares | ||||
| Fair value of the ordinary shares on the grant-date (in dollars per share) | $ 3.75 | $ 3.70 | $ 2.76 | |
|
Restricted shares
|
||||
| Non-vested shares | ||||
| Forfeiture rate (as a percent) | 9.00% | |||
| Non-vested shares granted to certain employees on which 9% forfeiture rate is applied | 374,000 | |||
| Unrecognized compensation cost related to non-vested shares | $ 2,059,168 | |||
| Weighted-average vesting period over which unrecognized compensation cost is to be recognized | 3 years 7 months 13 days | |||
|
2012 Stock Incentive Plan | Restricted shares
|
||||
| Non-vested shares | ||||
| Non-vested shares granted to an executive officer and employees of the Group | 340,000 | 34,000 | 367,500 | 741,500 |
| Vesting period | 4 years | |||
| Vesting percentage on first anniversary from grant date | 0.25% | |||
| Percentage of awards vesting on a monthly basis, ending on the fourth anniversary of the grant date | 0.75% | |||
| Period over which remaining three-fourth shares will vest on a monthly basis | 3 years | |||
| Aggregate fair value of the restricted shares at grant dates | $ 2,413,092 | |||
| Weighted average granted fair value of non-vested shares granted during the year (in dollars per share) | $ 3.25 | |||
| Non-vested shares forfeiture | 0 | |||
| X | ||||||||||
|
- Definition
Weighted average period over which unrecognized compensation is expected to be recognized for equity-based compensation plans, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate unrecognized cost of share-based awards, other than options, made to employees under an equity-based compensation plan, that have yet to vest. No definition available.
|
| X | ||||||||||
|
- Definition
Period which an employee's right to exercise an award is no longer contingent on satisfaction of either a service condition, market condition or a performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Price of a single share of a number of saleable stocks of a company. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Represents the number of grants made on other than stock (or unit) option plans on which nine percent forfeiture rate has been applied. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the percentage of grants made during the period on other than stock (or unit) option plans which is vesting on monthly basis, ending on the fourth anniversary of the grant date. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the percentage of vesting on first anniversary from grant date of grants made during the period on other than stock (or unit) option plans. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the total fair value of equity-based awards for which the grantee has not gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the period over which grants made on other than stock (or unit) option plans will vest on a monthly basis. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the forfeiture rate estimated by the entity in determining the fair value of the share options. No definition available.
|
|
Share-based Payments (Details 4) (USD $)
|
0 Months Ended | 12 Months Ended | |
|---|---|---|---|
|
Jun. 15, 2011
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
| Share-based compensation expenses | |||
| Share-based compensation expenses | $ (6,205,708) | $ (7,596,949) | $ (73,927,902) |
|
Fulfillment expenses
|
|||
| Share-based compensation expenses | |||
| Share-based compensation expenses | (292,866) | (297,095) | |
|
Marketing expenses
|
|||
| Share-based compensation expenses | |||
| Share-based compensation expenses | (169,100) | (184,404) | |
|
Technology and content expenses
|
|||
| Share-based compensation expenses | |||
| Share-based compensation expenses | (897,133) | (729,420) | |
|
General and administrative expenses
|
|||
| Share-based compensation expenses | |||
| Share-based compensation expenses | $ (6,237,850) | $ (72,716,983) | |
| X | ||||||||||
|
- Definition
Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
|
Segment information (Details) (USD $)
|
12 Months Ended | ||
|---|---|---|---|
|
Dec. 31, 2012
item
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Segment information | |||
| Number of reportable segment | 1 | ||
| Product revenues | |||
| Product revenues | $ 690,057,249 | $ 226,291,723 | |
| Other revenues | 2,055,715 | 851,153 | |
| Total net revenues | 692,112,964 | 227,142,876 | 32,582,115 |
|
Apparel
|
|||
| Product revenues | |||
| Product revenues | 296,463,332 | 92,954,694 | |
|
Shoes and bags
|
|||
| Product revenues | |||
| Product revenues | 84,801,417 | 31,673,858 | |
|
Cosmetics
|
|||
| Product revenues | |||
| Product revenues | 75,221,908 | 27,261,876 | |
|
Sportswear and sporting goods
|
|||
| Product revenues | |||
| Product revenues | 70,721,110 | 26,652,998 | |
|
Home goods and other lifestyle products
|
|||
| Product revenues | |||
| Product revenues | 68,810,873 | 17,893,172 | |
|
Other goods
|
|||
| Product revenues | |||
| Product revenues | $ 94,038,609 | $ 29,855,125 | |
| X | ||||||||||
|
- Definition
Number of segments reported by the entity. A reportable segment is a component of an entity for which there is an accounting requirement to report separate financial information on that component in the entity's financial statements. No definition available.
|
| X | ||||||||||
|
- Definition
Revenues from the sale of other goods or rendering of other services, not elsewhere specified in the taxonomy; net of (reduced by) sales adjustments, returns, allowances, and discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate revenue during the period from the sale of goods in the normal course of business, after deducting returns, allowances and discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Total revenue from sale of goods and services rendered during the reporting period, in the normal course of business, reduced by sales returns and allowances, and sales discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
|
SubsequentEvent (Details) (USD $)
|
12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Oct. 02, 2012
|
Sep. 30, 2012
|
Jun. 01, 2012
|
Sep. 30, 2012
2012 Plan
Non-vested ordinary shares
|
Oct. 02, 2012
2012 Plan
Non-vested ordinary shares
|
Jun. 01, 2012
2012 Plan
Non-vested ordinary shares
|
Dec. 31, 2012
2012 Plan
Non-vested ordinary shares
|
Mar. 19, 2013
Subsequent event
ADS
|
Jan. 02, 2013
Subsequent event
2012 Plan
Options
|
Jan. 02, 2013
Subsequent event
2012 Plan
Non-vested ordinary shares
|
|
| Subsequent event | ||||||||||||
| Number of options granted to executive officers and employees (in shares) | 758,048 | 7,167,138 | 400,000 | |||||||||
| Exercise Price per share (in dollars per share) | $ 2.51 | $ 1.25 | $ 0.5 | |||||||||
| Number of options that will vest and become exercisable at the grant date and the end of each month thereafter | 148 | |||||||||||
| Non-vested ordinary shares granted to employees and independent directors (in shares) | 340,000 | 34,000 | 367,500 | 741,500 | 561,000 | |||||||
| Vesting period | 4 years | 4 years | ||||||||||
| Vesting percentage on first anniversary from grant date | 0.25% | 25.00% | ||||||||||
| Percentage of awards vesting on a monthly basis, ending on the fourth anniversary of the grant date | 0.75% | 75.00% | ||||||||||
| Period over which remaining three-fourth shares will vest on a monthly basis | 3 years | 3 years | ||||||||||
| Aggregate fair value of the non-vested shares on grant date | $ 5,004,120 | |||||||||||
| Public offering under American depositary shares | 7,200,000 | |||||||||||
| Price per ADS (in dollars per share) | $ 3.70 | $ 3.75 | $ 2.76 | $ 24.00 | ||||||||
| ADSs offered by the entity | 4,000,000 | |||||||||||
| ADSs offered by the selling shareholders | 3,200,000 | |||||||||||
| Number of ordinary shares included in ADS | 2 | |||||||||||
| Additional American depository shares to be purchased by underwriters from selling shareholders | 1,080,000 | |||||||||||
| Gross proceeds from issuance of American depositary shares | $ 96,000,000 | |||||||||||
| X | ||||||||||
|
- Definition
Period which an employee's right to exercise an award is no longer contingent on satisfaction of either a service condition, market condition or a performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Gross number of share options (or share units) granted during the period. No definition available.
|
| X | ||||||||||
|
- Definition
Weighted average price at which grantees can acquire the shares reserved for issuance on stock options awarded. No definition available.
|
| X | ||||||||||
|
- Definition
Price of a single share of a number of saleable stocks of a company. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of new stock issued during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Represents the additional American depositary shares to be purchased by underwriters. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of American depositary shares issued during the period by the entity. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of American depositary shares issued during the period by the selling shareholders. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of ordinary shares included in American depositary shares. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the cash inflow from the additional capital contribution to the entity from the issuance of American depositary shares. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the aggregate fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). No definition available.
|
| X | ||||||||||
|
- Definition
Represents the percentage of grants made during the period on other than stock (or unit) option plans which is vesting on monthly basis, ending on the fourth anniversary of the grant date. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the percentage of vesting on first anniversary from grant date of grants made during the period on other than stock (or unit) option plans. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the period over which grants made on other than stock (or unit) option plans will vest on a monthly basis. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the number of options that will vest and become exercisable at the grant date and the end of each month thereafter. No definition available.
|
|
Schedule I-Condensed Financial Information (Details) (USD $)
|
12 Months Ended | 4 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2010
Parent company
|
Dec. 31, 2012
Parent company
|
Dec. 31, 2011
Parent company
|
|
| Statements of Income (Loss) and Comprehensive Income (Loss) | ||||||
| General and administrative expenses | $ (25,541,812) | $ (84,575,539) | $ (2,843,583) | $ (7,596,949) | $ (73,927,902) | |
| Loss from operations | (11,943,573) | (106,917,828) | (8,366,412) | (7,596,949) | (73,927,902) | |
| Equity in losses of subsidiaries and a variable interest entity | (6,657,478) | (1,875,125) | (33,343,623) | |||
| Net loss | (9,472,074) | (107,271,525) | (8,365,848) | (6,657,478) | (9,472,074) | (107,271,525) |
| Deemed dividend on issuance of Series A Preferred Shares | (49,214,977) | (49,214,977) | ||||
| Net loss attributable to ordinary shareholders | (9,472,074) | (156,486,502) | (8,365,848) | (6,657,478) | (9,472,074) | (156,486,502) |
| Comprehensive loss | ||||||
| Net loss | (9,472,074) | (107,271,525) | (8,365,848) | (6,657,478) | (9,472,074) | (107,271,525) |
| Other comprehensive (loss) income, net of tax: | ||||||
| Foreign currency translation adjustments | 994,606 | (569,628) | (195,771) | (155,502) | 994,606 | (569,628) |
| Comprehensive loss | $ (8,477,468) | $ (107,841,153) | $ (8,561,619) | $ (6,812,980) | $ (8,477,468) | $ (107,841,153) |
| X | ||||||||||
|
- Definition
The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the reporting entity. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, but excludes any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
This item represents the entity's proportionate share for the period of the net income (loss) of its investee (such as unconsolidated subsidiaries and joint ventures) to which the equity method of accounting is applied. This item includes income or expense related to stock-based compensation based on the investor's grant of stock to employees of an equity method investee. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Net income after adjustments for dividends on preferred stock (declared in the period) and/or cumulative preferred stock (accumulated for the period). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
|
| X | ||||||||||
|
- Definition
Net of tax and reclassification adjustments of the change in the balance sheet adjustment that results from the process of translating subsidiary financial statements and foreign equity investments into the reporting currency of the reporting entity. Also includes the following: gain (loss) on foreign currency forward exchange contracts; foreign currency transactions designated as hedges of net investment in a foreign entity and intercompany foreign currency transactions that are of a long-term nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; and gain (loss) on a derivative instrument or nonderivative financial instrument that may give rise to a foreign currency transaction gain (loss) that has been designated and qualified as a hedging instrument for hedging of the foreign currency exposure of a net investment in a foreign operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The amount of preferred stock dividends that is an adjustment to net income apportioned to common stockholders. No definition available.
|
|
Schedule I-Condensed Financial Information (Details 2) (USD $)
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2009
|
Dec. 31, 2011
Series A Preferred Shares
|
Apr. 11, 2011
Series A Preferred Shares
|
Feb. 21, 2011
Series A Preferred Shares
|
Jan. 31, 2011
Series A Preferred Shares
|
Dec. 31, 2011
Series B Preferred Shares
|
Apr. 11, 2011
Series B Preferred Shares
|
Dec. 31, 2012
Parent company
|
Dec. 31, 2011
Parent company
|
Dec. 31, 2010
Parent company
|
Aug. 27, 2010
Parent company
|
Dec. 31, 2011
Parent company
Series A Preferred Shares
|
Dec. 31, 2011
Parent company
Series B Preferred Shares
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NON-CURRENT ASSETS | ||||||||||||||||
| Amount due from a subsidiary | $ 82,582,815 | $ 18,289,203 | ||||||||||||||
| Total assets | 398,917,120 | 167,435,320 | 82,582,815 | 18,289,203 | ||||||||||||
| LIABILITIES AND EQUITY (DEFICIT) | ||||||||||||||||
| Amount due to a shareholder | 1 | 1 | ||||||||||||||
| Total liabilities | 316,334,306 | 149,146,118 | 1 | 1 | ||||||||||||
| EQUITY(DEFICIT) | ||||||||||||||||
| Ordinary shares (US$0.0001 par value, 471,620,833 shares authorized, and 46,234,659 and 101,284,881 shares issued and outstanding as of December 31, 2011 and December 31, 2012, respectively) | 10,128 | 4,624 | 10,128 | 4,624 | ||||||||||||
| Preferred Shares | 20,113,898 | 41,147,021 | 20,113,898 | 41,147,021 | ||||||||||||
| Additional paid-in capital | 258,368,448 | 124,341,953 | 258,368,448 | 124,341,953 | ||||||||||||
| Accumulated losses | (176,025,335) | (166,553,261) | (176,025,335) | (166,553,261) | ||||||||||||
| Accumulated other comprehensive income (loss) | 229,573 | (765,033) | 229,573 | (765,033) | ||||||||||||
| Total shareholders' equity | 82,582,814 | 18,289,202 | (10,111,581) | (1,549,963) | 82,582,814 | 18,289,202 | (10,111,581) | (3,298,601) | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 398,917,120 | $ 167,435,320 | $ 82,582,815 | $ 18,289,203 | ||||||||||||
| Additional disclosure | ||||||||||||||||
| Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
| Ordinary shares, shares authorized | 471,620,833 | 471,620,833 | 471,620,833 | 471,620,833 | ||||||||||||
| Ordinary shares, shares issued | 101,284,881 | 46,234,659 | 101,284,881 | 46,234,659 | ||||||||||||
| Ordinary shares, shares outstanding | 101,284,881 | 46,234,659 | 101,284,881 | 46,234,659 | ||||||||||||
| Preferred Shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
| Preferred Shares, shares authorized | 20,212,500 | 20,212,500 | 20,212,500 | 8,166,667 | 8,166,667 | 20,212,500 | 8,166,667 | |||||||||
| Preferred Shares, shares issued | 20,212,500 | 20,212,500 | 8,166,667 | 20,212,500 | 8,166,667 | |||||||||||
| Preferred Shares, shares outstanding | 20,212,500 | 20,212,500 | 8,166,667 | 20,212,500 | 8,166,667 |
| X | ||||||||||
|
- Definition
Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of receivables due from an entity that is affiliated with the reporting entity by means of direct or indirect ownership, due after 1 year (or 1 business cycle). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amounts due to recorded owners or owners with a beneficial interest of more than 10 percent of the voting interests or officers of the company. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total of all Liabilities and Stockholders' Equity items (or Partners' Capital, as applicable), including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Details
|
|
Schedule I-Condensed Financial Information (Details 3) (USD $)
|
0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 4 Months Ended | 12 Months Ended | 12 Months Ended | 4 Months Ended | 12 Months Ended | 4 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Jun. 14, 2012
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2012
VIE
|
Dec. 31, 2011
VIE
|
Dec. 31, 2010
VIE
|
Dec. 31, 2012
Ordinary shares
|
Dec. 31, 2011
Ordinary shares
|
Dec. 31, 2009
Ordinary shares
|
Dec. 31, 2012
Additional paid-in capital
|
Dec. 31, 2011
Additional paid-in capital
|
Dec. 31, 2009
Additional paid-in capital
|
Dec. 31, 2012
Accumulated losses
|
Dec. 31, 2011
Accumulated losses
|
Dec. 31, 2010
Accumulated losses
|
Dec. 31, 2012
Accumulated other comprehensive income (loss)
|
Dec. 31, 2011
Accumulated other comprehensive income (loss)
|
Dec. 31, 2010
Accumulated other comprehensive income (loss)
|
Feb. 21, 2011
Series A Preferred Shares
|
Dec. 31, 2012
Series A Preferred Shares
|
Dec. 31, 2011
Series A Preferred Shares
|
Dec. 31, 2012
Series A Preferred Shares
Preferred shares
|
Dec. 31, 2011
Series A Preferred Shares
Preferred shares
|
Dec. 31, 2012
Series A Preferred Shares
Ordinary shares
|
Dec. 31, 2012
Series A Preferred Shares
Additional paid-in capital
|
Apr. 11, 2011
Series B Preferred Shares
|
Dec. 31, 2012
Series B Preferred Shares
|
Dec. 31, 2011
Series B Preferred Shares
|
Dec. 31, 2012
Series B Preferred Shares
Preferred shares
|
Dec. 31, 2011
Series B Preferred Shares
Preferred shares
|
Dec. 31, 2012
Series B Preferred Shares
Ordinary shares
|
Dec. 31, 2012
Series B Preferred Shares
Additional paid-in capital
|
Dec. 31, 2010
Parent company
|
Dec. 31, 2012
Parent company
|
Dec. 31, 2011
Parent company
|
Dec. 31, 2010
Parent company
|
Dec. 31, 2012
Parent company
Ordinary shares
|
Dec. 31, 2011
Parent company
Ordinary shares
|
Aug. 27, 2010
Parent company
Ordinary shares
|
Dec. 31, 2012
Parent company
Additional paid-in capital
|
Dec. 31, 2011
Parent company
Additional paid-in capital
|
Aug. 27, 2010
Parent company
Additional paid-in capital
|
Dec. 31, 2010
Parent company
Accumulated losses
|
Dec. 31, 2012
Parent company
Accumulated losses
|
Dec. 31, 2011
Parent company
Accumulated losses
|
Dec. 31, 2010
Parent company
Accumulated other comprehensive income (loss)
|
Dec. 31, 2012
Parent company
Accumulated other comprehensive income (loss)
|
Dec. 31, 2011
Parent company
Accumulated other comprehensive income (loss)
|
Dec. 31, 2012
Parent company
Series A Preferred Shares
Preferred shares
|
Dec. 31, 2011
Parent company
Series A Preferred Shares
Preferred shares
|
Dec. 31, 2012
Parent company
Series A Preferred Shares
Ordinary shares
|
Dec. 31, 2012
Parent company
Series A Preferred Shares
Additional paid-in capital
|
Dec. 31, 2012
Parent company
Series B Preferred Shares
Preferred shares
|
Dec. 31, 2011
Parent company
Series B Preferred Shares
Preferred shares
|
Dec. 31, 2012
Parent company
Series B Preferred Shares
Ordinary shares
|
Dec. 31, 2012
Parent company
Series B Preferred Shares
Additional paid-in capital
|
Dec. 31, 2012
WOFE
|
Dec. 31, 2011
WOFE
|
|
| Increase (Decrease) in Shareholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance | $ 18,289,202 | $ (10,111,581) | $ (1,549,963) | $ 4,624 | $ 4,778 | $ 4,778 | $ 124,341,953 | $ 145,805 | $ 145,805 | $ (166,553,261) | $ (10,066,759) | $ (1,700,912) | $ (765,033) | $ (195,405) | $ 366 | $ 20,113,898 | $ 41,147,021 | $ (3,298,601) | $ 18,289,202 | $ (10,111,581) | $ 4,624 | $ 4,778 | $ 4,778 | $ 124,341,953 | $ 145,805 | $ 145,805 | $ (3,409,281) | $ (166,553,261) | $ (10,066,759) | $ (39,903) | $ (765,033) | $ (195,405) | |||||||||||||||||||||||||||
| Balance (in shares) | 46,234,659 | 47,775,000 | 47,775,000 | 20,212,500 | 8,166,667 | 46,234,659 | 47,775,000 | 47,775,000 | 20,212,500 | 8,166,667 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | (9,472,074) | (107,271,525) | (8,365,848) | 8,058,229 | (26,409,424) | (8,339,525) | (9,472,074) | (107,271,525) | (8,365,848) | (6,657,478) | (9,472,074) | (107,271,525) | (6,657,478) | (9,472,074) | (107,271,525) | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | (1,837,500) | (184) | (1,837,316) | (1,837,500) | (184) | (1,837,316) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares (in shares) | (1,837,500) | (1,837,500) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares | 66,022,797 | 1,499,994 | 2,201 | 30 | 66,020,596 | 1,499,964 | 20,113,898 | 20,113,898 | 20,113,898 | 20,113,898 | 41,147,021 | 41,147,021 | 41,147,021 | 41,147,021 | 66,022,797 | 1,499,994 | 2,201 | 30 | 66,020,596 | 1,499,964 | 20,113,898 | 41,147,021 | |||||||||||||||||||||||||||||||||||||
| Issuance of shares (in shares) | 22,009,200 | 297,159 | 20,212,500 | 20,212,500 | 8,166,667 | 8,166,667 | 22,009,200 | 297,159 | 20,212,500 | 8,166,667 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Direct offering expenses | (3,332,962) | (3,332,962) | (3,332,962) | (3,332,962) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Preferred Shares into ordinary shares | (20,113,898) | 2,021 | 20,111,877 | (41,147,021) | 1,268 | 41,145,753 | (20,113,898) | 2,021 | 20,111,877 | (41,147,021) | 1,268 | 41,145,753 | |||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Preferred Shares into ordinary shares (in shares) | (20,212,500) | 20,212,500 | (8,166,667) | 12,682,206 | (20,212,500) | 20,212,500 | (8,166,667) | 12,682,206 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from registered capital contributions by shareholders of the VIE | 2,292,763 | 2,292,763 | 1,390,621 | 2,292,763 | 1,390,621 | 2,292,763 | 1,390,621 | 2,292,763 | 1,390,621 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from issuance of ordinary shares upon exercise of stock options | 191,533 | 14 | 191,519 | 191,533 | 14 | 191,519 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from issuance of ordinary shares upon exercise of stock options (in shares) | 146,316 | 146,316 | 146,316 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deemed dividend on issuance of Series A Preferred shares | 49,214,977 | (49,214,977) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expenses | 7,596,949 | 73,927,902 | 7,596,949 | 73,927,902 | 7,596,949 | 73,927,902 | 7,596,949 | 73,927,902 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | 994,606 | (569,628) | (195,771) | 994,606 | (569,628) | (195,771) | (155,502) | 994,606 | (569,628) | (155,502) | 994,606 | (569,628) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance | 82,582,814 | 18,289,202 | (10,111,581) | 10,128 | 4,624 | 4,778 | 258,368,448 | 124,341,953 | 145,805 | (176,025,335) | (166,553,261) | (10,066,759) | 229,573 | (765,033) | (195,405) | 20,113,898 | 41,147,021 | (10,111,581) | 82,582,814 | 18,289,202 | (10,111,581) | 10,128 | 4,624 | 4,778 | 258,368,448 | 124,341,953 | 145,805 | (10,066,759) | (176,025,335) | (166,553,261) | (195,405) | 229,573 | (765,033) | ||||||||||||||||||||||||||
| Balance (in shares) | 101,284,881 | 46,234,659 | 47,775,000 | 20,212,500 | 8,166,667 | 101,284,881 | 46,234,659 | 47,775,000 | 20,212,500 | 8,166,667 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Restriction on dividend distribution | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend paid to the Company | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount out of restricted capital and reserves not available for dividend distribution | 121,629,677 | 34,351,666 | 3,829,188 | 1,536,426 | 105,000,000 | 31,226,400 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividend declared and paid to the Company | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amount of cash transactions | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| X | ||||||||||
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- Definition
This element represents the amount of recognized equity-based compensation during the period, that is, the amount recognized as expense in the income statement (or as asset if compensation is capitalized). Alternate captions include the words "stock-based compensation". Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Direct costs (e.g., legal and accounting fees) associated with issuing stock that is deducted from additional paid in capital. Also includes any direct costs associated with stock issues under a shelf registration. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
Equity impact of common stock cash dividends declared by an entity during the period. This element includes paid and unpaid dividends declared during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Net of tax and reclassification adjustments of the change in the balance sheet adjustment that results from the process of translating subsidiary financial statements and foreign equity investments into the reporting currency of the reporting entity. Also includes the following: gain (loss) on foreign currency forward exchange contracts; foreign currency transactions designated as hedges of net investment in a foreign entity and intercompany foreign currency transactions that are of a long-term nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; and gain (loss) on a derivative instrument or nonderivative financial instrument that may give rise to a foreign currency transaction gain (loss) that has been designated and qualified as a hedging instrument for hedging of the foreign currency exposure of a net investment in a foreign operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Cash outflow in the form of ordinary dividends to common shareholders, preferred shareholders and noncontrolling interests, generally out of earnings. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Number of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Number of shares issued during the period as a result of the conversion of convertible securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Number of new stock issued during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Number of share options (or share units) exercised during the current period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The net amount of stock issued during the period upon the conversion of convertible securities, net of adjustments (for example, to additional paid in capital) including the write-off of an equity component recognized to record the convertible debt instrument as two separate components - a debt component and an equity component. This item is meant to disclose the value of shares issued on conversion of convertible securities that were recorded as two separate (debt and equity) components. No definition available.
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| X | ||||||||||
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- Definition
Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Value of stock issued as a result of the exercise of stock options. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Represents the amount of deemed dividend paid by the entity on issuance of preferred stock. No definition available.
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| X | ||||||||||
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- Definition
Represents the amount of recognized registered capital contributions received during the period. No definition available.
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| X | ||||||||||
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- Definition
Represents the amount of cash transactions during the period. No definition available.
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| X | ||||||||||
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- Definition
Represents the amount out of restricted capital and reserves which is not available for dividends distribution. No definition available.
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