UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No. G93629106

1.

Names of Reporting Persons.
Elegant Motion Holdings Limited

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
16,510,358 shares (represented by 16,510,358 Class B ordinary shares, which may be converted into 16,510,358 Class A ordinary shares at any time), all of which are directly held by Elegant Motion Holdings Limited.1

6.

Shared Voting Power
0.

7.

Sole Dispositive Power
16,510,358 shares (represented by 16,510,358 Class B ordinary shares, which may be converted into 16,510,358 Class A ordinary shares at any time), all of which are directly held by Elegant Motion Holdings Limited.1

8.

Shared Dispositive Power
0.

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
16,510,3582

10.

Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row 9
12.4%3

12.

Type of Reporting Person
CO

1.

Names of Reporting Persons.
Eric Ya Shen

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
The People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
357,500 shares (represented by options to acquire 357,500 Class A ordinary shares exercisable within 60 days after December 31, 2018, which are directly held by Eric Ya Shen).

6.

Shared Voting Power
16,510,358 shares (represented by 16,510,358 Class B ordinary shares, which are directly held by Elegant Motion Holdings Limited and may be converted into 16,510,358 Class A ordinary shares at any time).

7.

Sole Dispositive Power
357,500 shares (represented by options to acquire 357,500 Class A ordinary shares exercisable within 60 days after December 31, 2018, which are directly held by Eric Ya Shen).

8.

Shared Dispositive Power
16,510,358 shares (represented by 16,510,358 Class B ordinary shares, which are directly held by Elegant Motion Holdings Limited and may be converted into 16,510,358 Class A ordinary shares at any time).

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
16,867,8581

10.

Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares   o

11.

Percent of Class Represented by Amount in Row 9
12.7%2

12.

Type of Reporting Person
IN

1.

Names of Reporting Persons.
Xiaochun Zhang

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
The People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
16,510,358 shares (represented by 16,510,358 Class B ordinary shares, which may be converted into 16,510,358 Class A ordinary shares at any time), all of which are directly held by Elegant Motion Holdings Limited.

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
16,510,358 shares (represented by 16,510,358 Class B ordinary shares, which may be converted into 16,510,358 Class A ordinary shares at any time), all of which are directly held by Elegant Motion Holdings Limited.

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
16,510,3581

10.

Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row 9
12.4%2

12.

Type of Reporting Person
IN

Item 1(a).

Name of Issuer:
Vipshop Holdings Limited, a Cayman Islands company (the “Company”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
No. 20 Huahai Street, Liwan District

Guangzhou 510370

People’s Republic of China

Item 2(a).

Name of Person Filing:
Elegant Motion Holdings Limited

Eric Ya Shen

Xiaochun Zhang

Item 2(b).

Address of Principal Business Office or, if none, Residence:

For Elegant Motion Holdings Limited:

Trident Chambers, Wickhams Cay, PO Box 146

Road Town, Tortola, British Virgin Islands

For Eric Ya Shen and Xiaochun Zhang:

No. 20 Huahai Street, Liwan District

Guangzhou, 510370

People’s Republic of China

Item 2(c).

Citizenship:
Elegant Motion Holdings Limited is a British Virgin Islands company.
Eric Ya Shen and Xiaochun Zhang are both citizens of the People’s Republic of China.

Item 2(d).

Title of Class of Securities.
Class A Ordinary Shares, par value $0.0001 per share.

Item 2(e).

CUSIP Number.
G93629106

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:

Not Applicable.

Item 4.

Ownership.

The information required by Items 4(a) – (c)  and set forth in rows 5 through 11 of the cover page for each reporting person hereto is incorporated by reference for each such reporting person.

Pursuant to Rule 13d-3(d)(1), all Class B ordinary shares (which are convertible into Class A ordinary shares) held by each reporting person were deemed to be converted for the purpose of (i) determining the aggregate amount of Class A ordinary shares beneficially owned by the reporting person and (ii) calculating the percentages of the Class A ordinary shares beneficially owned by the reporting person. The percentages used herein are calculated based upon 132,906,241 ordinary shares (consisting of 116,395,883 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, 2018.

Elegant Motion Holdings Limited, a British Virgin Islands company, is the record owner of 16,510,358 Class B ordinary shares of the Company (the “B Shares”). Elegant Motion Holdings Limited is ultimately wholly owned by the SYZXC Trust. Under the terms of the SYZXC Trust, Eric Ya Shen and his wife Xiaochun Zhang have the power to direct the trustee with respect to the retention or disposal of the B Shares and the exercise of any voting and other rights attached to the B 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 B Shares. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Shen and Ms. Zhang may be deemed to beneficially own all the B Shares held by Elegant Motion Holdings Limited.

As of December 31, 2018, the aggregate voting power of Elegant Motion Holdings Limited was 58.7%, and the aggregate voting power of Mr. Shen was 58.8%. Each holder of Class A ordinary shares of the Company is entitled to one vote per share, and each holder of Class B ordinary shares of the Company is entitled to 10 votes per share.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certification.

Not Applicable.

Exhibit No.

Description

A

Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G/A filed on February 11, 2015 by the reporting persons with the Securities and Exchange Commission)

Dated: February 12, 2019

Elegant Motion Holdings Limited

By:

/s/ Stepway Limited

Name: Stepway Limited

Title: Director

Eric Ya Shen

/s/ Eric Ya Shen

Eric Ya Shen

Xiaochun Zhang

/s/ Xiaochun Zhang

Xiaochun Zhang