Filed Pursuant to Rule 433 under the Securities Act of 1933

Issuer Free Writing Prospectus dated March 11, 2014

Relating to Preliminary Prospectus Supplement dated March 10, 2014

Registration Statement No. 333-194472

PRICING TERM SHEET

VIPSHOP HOLDINGS LIMITED

Concurrent Offerings of

1,140,000 American Depositary Shares

and

1.50% Convertible Senior Notes due 2019

The information in this pricing term sheet relates only to (1) the offering by certain shareholders, including directors and executive officers, of Vipshop Holdings Limited of 1,140,000 American Depositary Shares, each representing two ordinary shares, par value $0.0001 per ordinary share, of Vipshop Holdings Limited (the “ADS Offering”) and (2) the offering by Vipshop Holdings Limited of its 1.50% Convertible Senior Notes due 2019 (the “Notes Offering”) and should be read together with (i) the preliminary prospectus supplement dated March 10, 2014 relating to the ADS Offering (together with the accompanying prospectus dated March 10, 2014, the “ADS preliminary prospectus supplement”) and including the documents incorporated by reference therein and (ii) the preliminary prospectus supplement dated March 10, 2014 relating to the Notes Offering (together with the accompanying prospectus dated March 10, 2014, the “Notes preliminary prospectus supplement” and, together with the ADS preliminary prospectus supplement, the “preliminary prospectus supplements”) and including the documents incorporated by reference therein, each filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended. The information in this pricing term sheet supersedes and updates the information in the preliminary prospectus supplements to the extent that it is inconsistent therewith. Terms used but not defined herein have the meanings ascribed to them in the applicable preliminary prospectus supplement.

All references to “$” herein are to United States dollars.

ADS Price

The exact ADS prices and make-whole reference dates may not be set forth in the table above, in which case:

·                  If the ADS price is between two ADS price amounts in the table or the make-whole reference date is between two dates in the table, the number of additional ADSs will be determined by a straight-line interpolation between the number of additional ADSs set forth for the higher and lower ADS price amounts and the two make-whole reference dates, as applicable, based on a 365-day year.

·                  If the ADS price is greater than $375.00 per ADS, subject to adjustment from time to time in the same manner as the ADS prices set forth in the column headings of the table above, no additional ADSs will be added to the conversion rate.

·                  If the ADS price is less than $143.74 per ADS, subject to adjustment from time to time in the same manner as the ADS prices set forth in the column headings of the table above, no additional ADSs will be added to the conversion rate.

Notwithstanding the foregoing, in no event will the conversion rate exceed 6.9570 ADSs per $1,000 principal amount of Notes, subject to adjustment in the same manner as the conversion rate as set forth under “Description of the Notes— Conversion Rights—Conversion Rate Adjustments.”

Changes to Information in the Preliminary Prospectus Supplements

The following changes are made to the information set forth in the applicable preliminary prospectus supplement, and will be reflected in the applicable final prospectus supplement for the applicable Offering.

Increase in principal amount

The Issuer has increased the size of the offering of the Notes from $400,000,000 aggregate principal amount to $550,000,000 aggregate principal amount. All references in the Notes preliminary prospectus supplement relating to the aggregate principal amount of the Notes offered are hereby updated by the corresponding amount.

Capitalization

The information set forth under the heading “Capitalization” in the applicable preliminary prospectus supplement is updated, and will be reflected in the applicable final prospectus supplement for the applicable Offering, as follows:

The following table sets forth our capitalization as of December 31, 2013:

·                  on an actual basis; and

·                  on an adjusted basis giving effect to both (i) our issuance and sale of US$550 million aggregate principal amount of Notes and the receipt of the estimated net proceeds of approximately US$536.2 million by us from the offering  of the Notes, assuming the underwriters of the Notes do not exercise their over-allotment option to purchase additional Notes, and after deducting estimated underwriting discounts and commissions and estimated issuance expenses and (ii) the concurrent sale by certain executive officers and directors of 882,068 ordinary shares in the form of 441,034 ADSs, to be acquired upon exercise of their options granted under our stock incentive plans immediately prior to the completion of this offering and the receipt of US$119,534 by us from the exercise of such options, after deducting estimated offering expenses, assuming the underwriters do not exercise their over-allotment option to purchase additional ADSs.

The as adjusted information is illustrative only.  You should read this table together with our consolidated financial statements and the related notes and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the accompanying prospectus.

(1)         Loans due to a shareholder were unsecured, interest free and repayable upon demand.

(2)         Represents the net proceeds after deducting the underwriters’ discount and estimated offering expenses payable by us.  The presentation of the Notes above assumed the allocation of all proceeds to liabilities and that did not reflect any potential impacts of the conversion option or beneficial conversion features which would need to be further analyzed based on Accounting Standards Codification 470-20 Debt with Conversions and Other Options. We plan to use the proceeds of the Notes to retire existing debt under our term loan facility agreement with Wing Lung Bank Limited and our credit facility agreement with China Merchants Bank Co., Ltd., New York Branch. See “Recent Developments” for a discussion on our term loan facility agreement and our credit facility agreement.

(3)         Total capitalization is the sum of loan due to a shareholder, the Notes  and total shareholders’ equity.

The Issuer has filed a registration statement (including a prospectus) and preliminary prospectus supplements with the Securities and Exchange Commission (“SEC”) for the offerings to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplements and other documents the Issuer has filed with the SEC for more complete information about the Issuer, the ADS Offering and the Notes Offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplements if you request it from Goldman, Sachs & Co. at 200 West Street, New York, NY 10282, Attention: Prospectus Department (telephone: 212-902-1171; facsimile: 212-902-9316; e-mail: prospectus-ny@ny.email.gs.com); or Deutsche Bank Securities Inc. at 60 Wall Street, New York, NY 10005-2836, Attention: Prospectus Group (telephone: 800-503-4611; email: prospectus.CPDG@db.com).

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