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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/A
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
VIPSHOP HOLDINGS LIMITED
(Name of Issuer)
Class A Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)
G93629106
(CUSIP Number)
December 31, 2014
(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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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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Percent of Class Represented by Amount in Row 9 | |||
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Type of Reporting Person | |||
1 Consists of 9,852,810 Class A ordinary shares directly held by High Vivacity Holdings Limited. Arthur Xiaobo Hong is the sole shareholder of High Vivacity Holdings Limited and thus has the sole voting and dispositive power over the shares held by High Vivacity Holdings Limited.
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Item 1(a). |
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Name of Issuer: |
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Item 1(b). |
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Address of Issuer’s Principal Executive Offices: |
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Item 2(a). |
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Name of Person Filing: |
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Item 2(b). |
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Address of Principal Business Office or, if none, Residence:
For Arthur Xiaobo Hong: |
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Item 2(c). |
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Citizenship: |
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Item 2(d). |
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Title of Class of Securities. |
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Item 2(e). |
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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 115,264,189 ordinary shares (consisting of 98,753,831 Class A ordinary shares and 16,510,358 Class B ordinary shares), par value US$0.0001 per share, of the Company issued and outstanding as of December 31, 2014. On September 15, 2014, the Company’s shareholders voted in favor of a proposal to adopt a dual-class share structure, pursuant to which the Company’s authorized share capital was reclassified and re-designated into Class A ordinary shares and Class B ordinary shares. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share and Class A ordinary shares are not convertible into Class B ordinary shares. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights as noted above.
High Vivacity Holdings Limited, a British Virgin Islands company, is the record owner of 9,852,810 Class A ordinary shares of the Company. High Vivacity Holdings Limited is wholly owned by Arthur Xiaobo Hong. |
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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: February 11, 2015 |
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High Vivacity Holdings Limited |
By: |
/s/ Arthur Xiaobo Hong |
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Name: Arthur Xiaobo Hong |
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Title: Director |
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Arthur Xiaobo Hong |
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/s/ Arthur Xiaobo Hong |
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Arthur Xiaobo Hong |
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 Class A 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 intentionally left blank.]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 11, 2015.
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High Vivacity Holdings Limited |
By: |
/s/ Arthur Xiaobo Hong |
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Name: Arthur Xiaobo Hong |
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Title: Director |
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Arthur Xiaobo Hong |
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/s/ Arthur Xiaobo Hong |
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Arthur Xiaobo Hong |