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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
VIPSHOP HOLDINGS LIMITED
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G93629106
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. G93629106 | |||||
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1. |
Names of Reporting Persons. | |||
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2. |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
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(b) |
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares o | |||
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11. |
Percent of Class Represented by Amount in Row 9 | |||
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12. |
Type of Reporting Person | |||
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1. |
Names of Reporting Persons. | |||
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2. |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
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(b) |
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
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Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares o | |||
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11. |
Percent of Class Represented by Amount in Row 9 | |||
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12. |
Type of Reporting Person | |||
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* consists of 3,968,187 ordinary shares held by Rapid Prince Development Limited, a British Virgin Islands company ultimately owned by the HGS Trust (formerly known as the “Wu Family Trust”) (see Item 4). |
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Item 1(a). |
Name of Issuer: | |
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Item 1(b). |
Address of Issuer’s Principal Executive Offices: Guangzhou 510370 The People’s Republic of China | |
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Item 2(a). |
Name of Person Filing: Bin Wu | |
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Item 2(b). |
Address of Principal Business Office or, if none, Residence: Palm Grove House, P.O. Box 438 Road Town, Tortola, British Virgin Islands
For Bin Wu: No.20 Huahai Street, Liwan District Guangzhou, 510370 The People’s Republic of China | |
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Item 2(c). |
Citizenship: Bin Wu is a citizen of the People’s Republic of China. | |
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Item 2(d). |
Title of Class of Securities. | |
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Item 2(e). |
CUSIP Number. | |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
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Not Applicable. | |
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Item 4. |
Ownership. |
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The percentages used herein are calculated based upon 112,154,189 ordinary shares, par value $0.0001 per share, of the Company issued and outstanding as of December 31, 2013.
Rapid Prince Development Limited, a British Virgin Islands company, is the record owner of 3,968,187 ordinary shares of the Company (the “Shares”). Rapid Prince Development Limited is ultimately wholly owned by the HGS Trust (formerly known as the “Wu Family Trust”). Under the terms of the HGS Trust, Mr. Wu has the power to direct the trustee with respect to the retention or disposal of the Shares and the exercise of any voting and other rights attached to the Shares. Other than the trustee, no other person has the power to direct the receipt of dividends from, or proceeds from the sale of the Shares.
Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Wu may be deemed to beneficially own all the Shares held by Rapid Prince Development Limited. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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Not Applicable. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
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Not Applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
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Not Applicable. |
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Item 8. |
Identification and Classification of Members of the Group. |
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Not Applicable. |
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Item 9. |
Notice of Dissolution of Group. |
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Not Applicable. |
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Item 10. |
Certification. |
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Not Applicable. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: January 27, 2014 |
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Rapid Prince Development Limited |
By: |
/s/ Emma Dentec, Susie Taylor |
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Name: Stepaway Limited |
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Title: Director |
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Bin Wu |
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/s/Bin Wu |
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Bin Wu |
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.0001 per share, of Vipshop Holdings Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of January 27, 2014.
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Rapid Prince Development Limited |
By: |
/s/ Emma Dentec, Susie Taylor |
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Name: Stepaway Limited |
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Title: Director |
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Bin Wu |
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/s/Bin Wu |
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Bin Wu |