UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2020

Commission File Number: 001-35454

Vipshop Holdings Limited

No. 20 Huahai Street

Liwan District, Guangzhou 510370

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form

20-F  ☒            Form 40-F  ☐    

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 5, 2020

Exhibit 99.1

Vipshop Reports Unaudited Fourth Quarter and Full Year 2019 Financial Results

Conference Call to Be Held at 7:30 A.M. U.S. Eastern Time on March 5, 2020

Guangzhou, China, March 5, 2020 – Vipshop Holdings Limited (NYSE: VIPS), a leading online discount retailer for brands in China (“Vipshop” or the “Company”), today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2019.

Fourth Quarter and Full Year 2019 Highlights

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Mr. Eric Shen, Chairman and Chief Executive Officer of Vipshop, stated, “We are delighted to have finished the year of 2019 with strong financial results and operating performance. Specifically, our total active customers for the fourth quarter of 2019 maintained a robust year-over-year growth rate of 19%, and our annual active customers for the year of 2019 reached 69.0 million. During the fourth quarter of 2019, we discontinued our delivery unit operated by Pinjun, which has and will continue to save significant delivery cost for the Company. In addition, now our customers are able to enjoy the superior delivery services offered by SF Holding. Although our business is experiencing some short-term impact from the novel coronavirus outbreak, we are fully confident in the long-term potential of the Chinese economy and the growth opportunities in China’s discount retail segment. Looking ahead, we remain committed to the execution of our merchandising strategy, providing diversified solutions for our suppliers to monetize their inventory while offering deep value to our customers.”

Mr. Donghao Yang, Chief Financial Officer of Vipshop, further commented, “In the fourth quarter of 2019, we delivered healthy topline growth and extraordinary profitability, even including one-time expenses related to the discontinuation of our delivery unit Pinjun. Our core business is highly profitable, driven by the high margin apparel category. During the fourth quarter of 2019, apparel-related categories contributed to over 70% of our total GMV. Going forward, we will continue to balance our top- and bottom-line, investing to grow our business while maintaining healthy margins.”

Fourth Quarter 2019 Financial Results

REVENUE

Total net revenue for the fourth quarter of 2019 increased by 12.4% year over year to RMB29.3 billion (US$4.2 billion) from RMB26.1 billion in the prior year period, primarily driven by the growth in the number of total active customers.

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GROSS PROFIT

Gross profit for the fourth quarter of 2019 increased by 30.0% year over year to RMB7.0 billion (US$1.0 billion) from RMB5.4 billion in the prior year period. Gross margin for the fourth quarter of 2019 increased to 23.9% from 20.6% in the prior year period.

OPERATING EXPENSES

Total operating expenses for the fourth quarter of 2019 were RMB5.4 billion (US$771.3 million), as compared with RMB4.6 billion in the prior year period. As a percentage of total net revenue, total operating expenses for the fourth quarter of 2019 were 18.3%, as compared with 17.5% in the prior year period, primarily attributable to one-time expenses related to the discontinuation of the Company’s delivery unit operated by Pinjun.

INCOME FROM OPERATIONS

Income from operations for the fourth quarter of 2019 increased by 76.9% year over year to RMB1.8 billion (US$255.0 million) from RMB1.0 billion in the prior year period. Operating margin for the fourth quarter of 2019 increased to 6.1% from 3.8% in the prior year period.

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Non-GAAP income from operations⁶ for the fourth quarter of 2019, which excluded share-based compensation expenses, amortization of intangible assets resulting from business acquisitions, and goodwill impairment loss, increased by 93.7% year over year to RMB2.2 billion (US$311.1 million) from RMB1.1 billion in the prior year period. Non-GAAP operating income margin⁷ for the fourth quarter of 2019 increased to 7.4% from 4.3% in the prior year period.

NET INCOME

Net income attributable to Vipshop’s shareholders for the fourth quarter of 2019 increased by 111.4% year over year to RMB1.5 billion (US$209.1 million) from RMB688.7 million in the prior year period. Net margin attributable to Vipshop’s shareholders for the fourth quarter of 2019 increased to 5.0% from 2.6% in the prior year period. Net income attributable to Vipshop’s shareholders per diluted ADS⁸ for the fourth quarter of 2019 increased to RMB2.14 (US$0.31) from RMB1.00 in the prior year period.

Non-GAAP net income attributable to Vipshop’s shareholders for the fourth quarter of 2019, which excluded (i) share-based compensation expenses, (ii) goodwill impairment loss, (iii) impairment loss of investments, (iv) amortization of intangible assets resulting from business acquisitions, (v) tax effect of amortization of intangible assets resulting from business acquisitions, (vi) investment gain and revaluation of investments excluding dividends, (vii) tax effect of investment gain and revaluation of investments excluding dividends, and (viii) share of loss in investment of limited partnership that is accounted for as an equity method investee, increased by 111.4% year over year to RMB1.9 billion (US$277.4 million) from RMB913.6 million in the prior year period. Non-GAAP net margin attributable to Vipshop’s shareholders⁹ for the fourth quarter of 2019 increased to 6.6% from 3.5% in the prior year period. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS¹⁰ for the fourth quarter of 2019 increased to RMB2.84 (US$0.41) from RMB1.33 in the prior year period.

For the quarter ended December 31, 2019, the Company’s weighted average number of ADSs used in computing diluted income per ADS was 679,882,040.

BALANCE SHEET AND CASH FLOW

As of December 31, 2019, the Company had cash and cash equivalents and restricted cash of RMB7.7 billion (US$1.1 billion) and short term investments of RMB3.1 billion (US$438.5 million).

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For the quarter ended December 31, 2019, net cash from operating activities was RMB6.1 billion (US$875.0 million), and free cash flow¹¹, a non-GAAP measurement of liquidity, was as follows:

Full Year 2019 Financial Results

Total net revenue for the full year of 2019 increased by 10.0% year over year to RMB93.0 billion (US$13.4 billion) from RMB84.5 billion in the prior year, primarily driven by the growth in the number of total active customers.

Gross profit for the full year of 2019 increased by 21.2% year over year to RMB20.7 billion (US$3.0 billion) from RMB17.1 billion in the prior year. Gross margin for the full year of 2019 increased to 22.2% from 20.2% in the prior year.

Income from operations for the full year of 2019 increased by 97.2% year over year to RMB4.8 billion (US$685.7 million) from RMB2.4 billion in the prior year. Operating margin for the full year of 2019 increased to 5.1% from 2.9% in the prior year.

Non-GAAP income from operations for the full year of 2019, which excluded share-based compensation expenses, amortization of intangible assets resulting from business acquisitions, and goodwill impairment loss, increased by 83.4% year over year to RMB5.8 billion (US$826.5 million) from RMB3.1 billion in the prior year. Non-GAAP operating income margin for the full year of 2019 increased to 6.2% from 3.7% in the prior year.

Net income attributable to Vipshop’s shareholders for the full year of 2019 increased by 88.7% year over year to RMB4.0 billion (US$577.0 million) from RMB2.1 billion in the prior year. Net margin attributable to Vipshop’s shareholders for the full year of 2019 increased to 4.3% from 2.5% in the prior year. Net income attributable to Vipshop’s shareholders per diluted ADS for the full year of 2019 increased to RMB5.92 (US$0.85) from RMB3.12 in the prior year.

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Non-GAAP net income attributable to Vipshop’s shareholders for the full year of 2019, which excluded (i) share-based compensation expenses, (ii) goodwill impairment loss, (iii) impairment loss of investments, (iv) amortization of intangible assets resulting from business acquisitions, (v) tax effect of amortization of intangible assets resulting from business acquisitions, (vi) investment gain and revaluation of investments excluding dividends, (vii) tax effect of investment gain and revaluation of investments excluding dividends, and (viii) share of loss in investment of limited partnership that is accounted for as an equity method investee, increased by 84.4% year over year to RMB5.0 billion (US$720.1 million) from RMB2.7 billion in the prior year. Non-GAAP net margin attributable to Vipshop’s shareholders for the full year of 2019 increased to 5.4% from 3.2% in the prior year. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS for the full year of 2019 increased to RMB7.38 (US$1.06) from RMB3.96 in the prior year.

For the full year of 2019, the Company’s weighted average number of ADSs used in computing diluted earnings per ADS was 680,407,073.

For the full year of 2019, net cash from operating activities was RMB12.3 billion (US$1.8 billion), and free cash flow, a non-GAAP measurement of liquidity, was as follows:

Business Outlook

For the first quarter of 2020, the Company expects its total net revenue to be between RMB17.1 billion and RMB18.1 billion, representing a year-over-year decline of approximately 15% to 20%, primarily factoring in the short-term impact from the novel coronavirus outbreak. These forecasts reflect the Company’s current and preliminary view on the market and operational conditions, which is subject to change.

Recent Development

In January 2020, the compensation committee of the Company approved to grant, and the Company granted, each of Mr. Eric Shen, the Company’s Chairman and Chief Executive Officer, and Mr. Arthur Hong, the Company’s Vice Chairman and Chief Operating Officer, an option to purchase 2,681,894 Class A ordinary shares. Both grants will vest over a six-year period, and their exercise price is US$66.85 per share, or US$13.37 per ADS. The Company is still in the process of evaluating the fair value of the option, which will be recognized in share-based compensation expenses over a six-year period.

6

Exchange Rate

The Company’s business is primarily conducted in China and the significant majority of revenues generated are denominated in Renminbi. This announcement contains currency conversions of Renminbi amounts into U.S. dollars solely for the convenience of the reader. Unless otherwise noted, all translations from Renminbi to U.S. dollars are made at a rate of RMB6.9618 to US$1.00, the effective noon buying rate on December 31, 2019 as set forth in the H.10 statistical release of the Federal Reserve Board. No representation is made that the Renminbi amounts could have been, or could be, converted, realized or settled into U.S. dollars at that rate on December 31, 2019, or at any other rate.

Conference Call Information

The Company will hold a conference call on Thursday, March 5, 2020 at 7:30 am Eastern Time or 8:30 pm Beijing Time to discuss its financial results and operating performance for the fourth quarter and full year of 2019.

The replay will be accessible through March 13, 2020 by dialing the following numbers:

A live and archived webcast of the conference call will also be available at the Company’s investor relations website at http://ir.vip.com.

About Vipshop Holdings Limited

Vipshop Holdings Limited is a leading online discount retailer for brands in China. Vipshop offers high quality and popular branded products to consumers throughout China at a significant discount to retail prices. Since it was founded in August 2008, the Company has rapidly built a sizeable and growing base of customers and brand partners. For more information, please visit www.vip.com.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as Vipshop’s strategic and operational plans, contain forward-looking statements. Vipshop may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Vipshop’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Vipshop’s goals and strategies; Vipshop’s future business development, results of operations and financial condition; the expected growth of the online discount retail market in China; Vipshop’s ability to attract customers and brand partners and further enhance its brand recognition; Vipshop’s expectations regarding demand for and market acceptance of flash sales products and services; competition in the discount retail industry; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Vipshop’s filings with the SEC. All information provided in this press release is as of the date of this press release, and Vipshop does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

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Use of Non-GAAP Financial Measures

The condensed consolidated financial information is derived from the Company’s unaudited interim condensed consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), except that comparative consolidated statements of income and cash flows for the period presented and detailed footnote disclosures required by Accounting Standards Codification 270, Interim Reporting (“ASC270”), have been omitted. Vipshop uses non-GAAP net income attributable to Vipshop’s shareholders, non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS, non-GAAP income from operations, non-GAAP operating income margin, non-GAAP net margin attributable to Vipshop’s shareholders, and free cash flow, each of which is a non-GAAP financial measure. Non-GAAP net income attributable to Vipshop’s shareholders is net income attributable to Vipshop’s shareholders excluding (i) share-based compensation expenses, (ii) goodwill impairment loss, (iii) impairment loss of investments, (iv) amortization of intangible assets resulting from business acquisitions, (v) tax effect of amortization of intangible assets resulting from business acquisitions, (vi) investment gain and revaluation of investments excluding dividends, (vii) tax effect of investment gain and revaluation of investments excluding dividends, and (viii) share of loss in investment of limited partnership that is accounted for as an equity method investee. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS is computed using non-GAAP net income attributable to Vipshop’s shareholders divided by weighted average number of diluted ADS outstanding for computing diluted earnings per ADS. Non-GAAP income from operations is income from operations excluding share-based compensation expenses, amortization of intangible assets resulting from business acquisitions, and goodwill impairment loss. Non-GAAP operating income margin is non-GAAP income from operations as a percentage of total net revenue. Non-GAAP net margin attributable to Vipshop’s shareholders is non-GAAP net income attributable to Vipshop’s shareholders as a percentage of total net revenue. Free cash flow is net cash from operating activities adding back the impact from Internet financing activities and less capital expenditures, which include purchase and deposits of property and equipment and land use rights, and purchase of other assets. Impact from Internet financing activities added back or deducted from free cash flow contains changes in the balances of financial products, which are primarily consumer financing and supplier financing that the Company provides to customers and suppliers. The Company believes that separate analysis and exclusion of the non-cash impact of (a) share-based compensation, (b) goodwill impairment loss, (c) impairment loss of investments, (d) amortization of intangible assets resulting from business acquisitions, (e) investment gain and revaluation of investments excluding dividends, and (f) share of loss in investment of limited partnership that is accounted for as an equity method investee adds clarity to the constituent parts of its performance. The Company reviews these non-GAAP financial measures together with GAAP financial measures to obtain a better understanding of its operating performance. It uses these non-GAAP financial measures for planning, forecasting and measuring results against the forecast. The Company believes that non-GAAP financial measures are useful supplemental information for investors and analysts to assess its operating performance without the effect of (1) non-cash share-based compensation expenses, (2) goodwill impairment loss, (3) impairment loss of investments, (4) amortization of intangible assets resulting from business acquisitions, (5) investment gain and revaluation of investments excluding dividends, and (6) share of loss in investment of limited partnership that is accounted for as an equity method investee. Free cash flow enables the Company to assess liquidity and cash flow, taking into account the impact from Internet financing activities and the financial resources needed for the expansion of fulfillment infrastructure and technology platform. Share-based compensation expenses and amortization of intangible assets have been and will continue to be significant recurring expenses in its business. However, the use of non-GAAP financial measures has material limitations as an analytical tool. One of the limitations of using non-GAAP financial measures is that they do not include all items that impact the Company’s net income for the period. In addition, because non-GAAP financial measures are not measured in the same manner by all companies, they may not be comparable to other similar titled measures used by other companies. One of the key limitations of free cash flow is that it does not represent the residual cash flow available for discretionary expenditures.

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The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial measures, please see the table captioned “Vipshop Holdings Limited Reconciliations of GAAP and Non-GAAP Results” at the end of this release.

Investor Relations Contact

Jessie Fan

Tel: +86 (20) 2233-0732

Email: IR@vipshop.com

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Vipshop Holdings Limited

Unaudited Condensed Consolidated Statements of Income and Comprehensive Income

(In thousands, except for share and per share data)

Vipshop Holdings Limited

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except for share and per share data)

Vipshop Holdings Limited

Reconciliations of GAAP and Non-GAAP Results