View Filing Data

Print Document View Excel Document

Cover Page	12 Months Ended
Cover Page	Dec. 31, 2019 shares
Document Information [Line Items]
Document Type	20-F
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Registrant Name	VIPSHOP HOLDINGS LIMITED
Entity Central Index Key	0001529192
Document Period End Date	Dec. 31, 2019
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity File Number	001-35454
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	No. 20 Huahai Street
Entity Address, City or Town	Guangzhou
Entity Address, Postal Zip Code	510370
Entity Interactive Data Current	Yes
Entity Address, Country	CN
Title of 12(b) Security	American depositary shares
Trading Symbol	VIPS
Security Exchange Name	NYSE
Document Registration Statement	false
Document Accounting Standard	U.S. GAAP
Document Shell Company Report	false
Business Contact [Member]
Document Information [Line Items]
Entity Address, Address Line One	Vipshop Holdings Limited
Entity Address, Address Line Two	No. 20 Huahai Street
Entity Address, City or Town	Guangzhou
Entity Address, Postal Zip Code	510370
Entity Address, Country	CN
Contact Personnel Name	Donghao Yang
Local Phone Number	2233-0000
City Area Code	20
Class A ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	117,584,362
Class B ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	16,510,358

CONSOLIDATED BALANCE SHEETS ¥ in Thousands, $ in Thousands	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)
Current assets:
Cash and cash equivalents	¥ 6,573,808	$ 944,268	¥ 9,540,556
Restricted cash	1,145,477	164,537	497,916
Short-term investments	3,052,726	438,497	2,321,244
Accounts receivable, net	1,295,766	186,125	5,674,731
Amounts due from related parties	47,964	6,890	17,475
Other receivables and prepayments, net	2,897,893	416,256	3,594,736
Loan receivables, net	306,115	43,971	310,873
Inventories	7,708,292	1,107,227	5,368,106
Total current assets	23,028,041	3,307,771	27,325,637
Property and equipment, net	11,256,810	1,616,940	8,531,483
Deposits for property and equipment	101,800	14,623	176,556
Land use rights, net	5,541,108	795,930	3,885,578
Intangible assets, net	337,310	48,452	353,108
Investment in equity method investees	3,112,952	447,148	667,427
Other investments	2,002,756	287,678	1,470,551
Other long-term assets, net	608,073	87,344	396,447
Amounts due from related parties	102,000	14,651
Goodwill	236,711	34,001	367,106
Deferred tax assets, net	539,561	77,503	388,770
Right-of-use assets, net	1,715,556	246,424
Total assets	48,582,678	6,978,465	43,562,663
Current liabilities
Accounts payable (Including accounts payable of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB85,257 and RMB136,359 as of December 31, 2018 and 2019, respectively)	13,792,200	1,981,126	11,630,172
Advances from customers (Including advances from customers of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB751,615 and RMB458,894 as of December 31, 2018 and 2019, respectively)	1,233,165	177,133	1,473,134
Accrued expenses and other current liabilities (Including accrued expenses and other current liabilities of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB2,689,273 and RMB3,090,910 as of December 31, 2018 and 2019, respectively)	6,534,575	938,633	5,512,605
Amounts due to related parties (Including amounts due to related parties of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB22,225 and RMB8,820 as of December 31, 2018 and 2019, respectively)	532,788	76,530	323,108
Deferred income (Including deferred income of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB204,925 and RMB244,323 as of December 31, 2018 and 2019, respectively)	405,994	58,317	367,512
Securitization debt (Including securitization debt of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and nil as of December 31, 2018 and 2019, respectively)			969,000
Short-term loans (Including short-term loans of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and nil as of December 31, 2018 and 2019, respectively)	1,093,645	157,092	1,343,160
Convertible senior notes (Including convertible senior notes of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and nil as of December 31, 2018 and 2019, respectively)			4,327,268
Operating lease liabilities (Including operating lease liabilities of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and RMB17,697 as of December 31,2018 and 2019, respectively)	333,268	47,871
Total current liabilities	23,925,635	3,436,702	25,945,959
Long-term loans (Including long-term loans of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and nil as of December 31, 2018 and 2019, respectively)	64,515	9,267
Deferred tax liability (Including deferred tax liability of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB3,617 and RMB36,385 as of December 31, 2018 and 2019, respectively)	165,098	23,715	4,960
Deferred income-noncurrent (Including deferred income of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB298 and nil as of December 31, 2018 and 2019, respectively)	782,068	112,337	400,951
Operating lease liabilities-noncurrent (Including operating lease liabilities-noncurrent of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and RMB8,743 as of December 31, 2019)	1,395,665	200,475
Total liabilities	26,332,981	3,782,496	26,351,870
Commitments and contingencies (Note 28)
SHAREHOLDERS' EQUITY:
Additional paid-in capital	9,959,497	1,430,592	9,385,216
Retained earnings	11,924,228	1,712,808	7,907,396
Accumulated other comprehensive loss	(56,656)	(8,138)	(30,883)
Total Vipshop Holdings Limited shareholders' equity	21,827,156	3,135,275	17,261,815
Non-controlling interests	422,541	60,694	(51,022)
Total shareholders' equity	22,249,697	3,195,969	17,210,793
Total liabilities and shareholders' equity	48,582,678	6,978,465	43,562,663
Class A ordinary shares
SHAREHOLDERS' EQUITY:
Ordinary shares	76	11	75
Class B ordinary shares
SHAREHOLDERS' EQUITY:
Ordinary shares	¥ 11	$ 2	¥ 11

CONSOLIDATED BALANCE SHEETS (Parenthetical) ¥ in Thousands, $ in Thousands	Dec. 31, 2019 CNY (¥) shares	Dec. 31, 2018 CNY (¥) shares
Current liabilities
Accounts payable (Including accounts payable of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB85,257 and RMB0 as of December 31, 2018 and 2019, respectively)	¥ 13,792,200	¥ 11,630,172
Advances from customers (Including advances from customers of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB751,615 and RMB0 as of December 31, 2018 and 2019, respectively)	1,233,165	1,473,134
Accrued expenses and other current liabilities (Including accrued expenses and other current liabilities of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB2,689,273 and RMB3,090,910 as of December 31, 2018 and 2019, respectively)	6,534,575	5,512,605
Amounts due to related parties (Including amounts due to related parties of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB22,225 and RMB0 as of December 31, 2018 and 2019, respectively)	532,788	323,108
Deferred income (Including deferred income of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB204,925 and RMB0 as of December 31, 2018 and 2019, respectively)	405,994	367,512
Securitization debt (Including securitization debt of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and nil as of December 31, 2018 and 2019, respectively)		969,000
Short-term loans (Including short-term loans of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and nil as of December 31, 2018 and 2019, respectively)	1,093,645	1,343,160
Convertible senior notes (Including convertible senior notes of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and nil as of December 31, 2018 and 2019, respectively)		4,327,268
Operating lease liabilities (Including operating lease liabilities of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and RMB17,697 as of December 31,2018 and 2019, respectively)	333,268
NON-CURRENT LIABILITIES
Long-term loans (Including long-term loans of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and nil as of December 31, 2018 and 2019, respectively)	64,515
Deferred tax liability (Including deferred tax liability of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB3,617 and RMB0 as of December 31, 2018 and 2019, respectively)	165,098	4,960
Deferred income-noncurrent (Including deferred income of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB298 and nil as of December 31, 2018 and 2019, respectively)	782,068	¥ 400,951
Operating lease liabilities-noncurrent (Including operating lease liabilities-noncurrent of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and RMB8,743 as of December 31, 2019)	¥ 1,395,665
Class A ordinary shares
SHAREHOLDERS' EQUITY:
Common shares, shares authorized \| shares	483,489,642	483,489,642
Common shares, shares issued \| shares	117,584,362	116,395,883
Common shares, shares outstanding \| shares	117,584,362	116,395,883
Class B ordinary shares
SHAREHOLDERS' EQUITY:
Common shares, shares authorized \| shares	16,510,358	16,510,358
Common shares, shares issued \| shares	16,510,358	16,510,358
Common shares, shares outstanding \| shares	16,510,358	16,510,358
Consolidated VIEs and VIEs' subsidiaries
Current liabilities
Accounts payable (Including accounts payable of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB85,257 and RMB0 as of December 31, 2018 and 2019, respectively)	¥ 136,359	¥ 85,257
Advances from customers (Including advances from customers of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB751,615 and RMB0 as of December 31, 2018 and 2019, respectively)	458,894	751,615
Accrued expenses and other current liabilities (Including accrued expenses and other current liabilities of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB2,689,273 and RMB3,090,910 as of December 31, 2018 and 2019, respectively)	3,090,910	2,689,273
Amounts due to related parties (Including amounts due to related parties of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB22,225 and RMB0 as of December 31, 2018 and 2019, respectively)	8,820	22,225
Deferred income (Including deferred income of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB204,925 and RMB0 as of December 31, 2018 and 2019, respectively)	244,323	204,925
Securitization debt (Including securitization debt of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and nil as of December 31, 2018 and 2019, respectively)	0	0
Short-term loans (Including short-term loans of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and nil as of December 31, 2018 and 2019, respectively)	0	0
Convertible senior notes (Including convertible senior notes of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and nil as of December 31, 2018 and 2019, respectively)	0	0
Operating lease liabilities (Including operating lease liabilities of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and RMB17,697 as of December 31,2018 and 2019, respectively)	17,697	0
NON-CURRENT LIABILITIES
Long-term loans (Including long-term loans of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and nil as of December 31, 2018 and 2019, respectively)	0	0
Deferred tax liability (Including deferred tax liability of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB3,617 and RMB0 as of December 31, 2018 and 2019, respectively)	36,385	3,617
Deferred income-noncurrent (Including deferred income of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB298 and nil as of December 31, 2018 and 2019, respectively)	0	298
Operating lease liabilities-noncurrent (Including operating lease liabilities-noncurrent of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and RMB8,743 as of December 31, 2019)	¥ 8,743	¥ 0

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥) ¥ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 CNY (¥) ¥ / shares shares	Dec. 31, 2017 CNY (¥) ¥ / shares shares
Net revenues:
Net revenues	¥ 92,994,418	$ 13,357,812	¥ 84,523,948	¥ 72,912,313
Cost of revenues (Including inventory write-down of RMB206,733, RMB440,823 and RMB347,498 for the years ended December 31, 2017, 2018 and 2019, respectively)	(72,314,190)	(10,387,283)	(67,454,981)	(56,618,471)
Gross profit	20,680,228	2,970,529	17,068,967	16,293,842
Operating expenses:
Fulfillment expenses (Including shipping and handling expenses of RMB3,830,229, RMB4,498,678 and RMB4,632,552 for the years ended December 31, 2017, 2018 and 2019, respectively)	(7,317,706)	(1,051,123)	(7,489,393)	(6,899,654)
Marketing expenses	(3,323,927)	(477,452)	(3,240,450)	(2,978,621)
Technology and content expenses	(1,568,107)	(225,244)	(2,000,894)	(1,808,452)
General and administrative expenses	(4,064,264)	(583,795)	(2,674,179)	(2,447,724)
Goodwill impairment loss	(278,263)	(39,970)
Total operating expenses	(16,552,267)	(2,377,584)	(15,404,916)	(14,134,451)
Other operating income	645,413	92,708	757,062	531,055
Income from operations	4,773,374	685,653	2,421,113	2,690,446
Impairment loss of investments	(127,589)	(18,327)	(20,073)	(133,026)
Interest expenses	(86,004)	(12,354)	(159,744)	(82,435)
Interest income	217,027	31,174	242,872	101,125
Exchange (loss) gain	(935)	(134)	71,065	(90,872)
Investment gain and revaluation of investments	166,932	23,978	191,842	55,615
Income before income taxes and share of (loss) gain of equity method investees	4,942,805	709,990	2,747,075	2,540,853
Income tax expense	(983,554)	(141,279)	(566,604)	(626,140)
Share of (loss) gain of equity method investees, net of tax nil	27,182	3,904	(46,999)	(22,280)
Net income	3,986,433	572,615	2,133,472	1,892,433
Net loss (income) attributable to non-controlling interests	30,399	4,367	(4,685)	57,222
Net income attributable to Vipshop Holdings Limited's shareholders	¥ 4,016,832	$ 576,982	¥ 2,128,787	¥ 1,949,655
Weighted average number of Class A and Class B ordinary shares for computing earnings per Class A and Class B ordinary share:
- Basic (in shares) \| shares	133,524,129	133,524,129	132,266,157	117,554,229
- Diluted (in shares) \| shares	136,081,415	136,081,415	140,083,610	125,715,833
Net earnings per Class A and Class B ordinary share
- Basic (in dollars per share) \| (per share)	¥ 30.08	$ 4.32	¥ 16.09	¥ 16.59
- Diluted (in dollars per share) \| (per share)	¥ 29.58	$ 4.25	¥ 15.61	¥ 15.94
Net income	¥ 3,986,433	$ 572,615	¥ 2,133,472	¥ 1,892,433
Other comprehensive loss (income):
Foreign currency translation, net of tax of nil	(25,773)	(3,702)	(7,083)	342,348
Fair value change of available-for-sale investments, net of tax of nil \| ¥				32,633
Reclassification adjustments for losses included in net income \| ¥				(55,615)
Comprehensive income	3,960,660	568,913	2,126,389	2,211,799
Less: Comprehensive (loss) income attributable to non-controlling interests	(30,399)	(4,367)	4,685	(57,222)
Comprehensive income attributable to Vipshop Holdings Limited's shareholders	3,991,059	573,280	2,121,704	2,269,021
Product revenues
Net revenues:
Net revenues	88,721,311	12,744,019	81,510,275	71,171,653
Other revenues
Net revenues:
Net revenues	¥ 4,273,107	$ 613,793	¥ 3,013,673	¥ 1,740,660

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Parenthetical) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Inventory write-down	¥ 347,498	¥ 440,823	¥ 206,733
Shipping and handling expenses	4,632,552	4,498,678	3,830,229
Tax on share of loss of equity method investees	0
Tax on Foreign currency translation	0	¥ 0	¥ 0
Tax on Fair value change of available-for-sale investments	¥ 0

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ¥ in Thousands, $ in Thousands	CNY (¥) shares	USD ($) shares	Additional paid-in capital CNY (¥)	Treasury Shares CNY (¥) shares	Retained Earnings CNY (¥)	Accumulated other comprehensive income (loss) CNY (¥)	Non-controlling interests CNY (¥)	Class A ordinary shares shares	Class A ordinary shares Ordinary shares CNY (¥) shares	Class B ordinary shares Ordinary shares CNY (¥) shares
Balance at Dec. 31, 2016	¥ 5,781,804		¥ 3,130,126	¥ (707,441)	¥ 3,653,026	¥ (343,608)	¥ 49,624		¥ 66	¥ 11
Balance (in shares) at Dec. 31, 2016 \| shares				(1,356,918)					101,508,264	16,510,358
Increase (Decrease) in Shareholders' Equity
Net income (loss)	¥ 1,892,433				1,949,655		(57,222)
Issuance of ordinary shares upon exercises of share options (in shares) \| shares	454,708	454,708
Issuance of ordinary shares to new investors	¥ 5,610,337		5,610,329						¥ 8
Issuance of ordinary shares to new investors (in shares) \| shares									13,184,910
Issuance of ordinary shares upon vesting of shares awards (in shares) \| shares								23,413	23,413
Re-issuance of treasury shares upon exercise of share options	5,969		(234,409)	¥ 240,378
Re-issuance of treasury shares upon exercise of share options (in shares) \| shares				454,708				454,708
Re-issuance of treasury shares upon vesting of shares awards			(467,063)	¥ 467,063
Re-issuance of treasury shares upon vesting of shares awards (in shares) \| shares				902,210
Share-based compensation expense	667,098		667,098
Acquisition of additional equity interests in subsidiaries	(26,431)		9,914				(36,345)
Fair value changes of available-for-sale investments	32,633					32,633
Reclassification adjustments for loss (gain) included in net income	(55,615)					(55,615)
Foreign currency translation	342,348					342,348
Balance at Dec. 31, 2017	14,250,576		8,715,995		5,602,681	(24,242)	(43,943)		¥ 74	¥ 11
Balance (in shares) at Dec. 31, 2017 \| shares									114,716,587	16,510,358
Increase (Decrease) in Shareholders' Equity
Adoption of new accounting standards	176,370				175,928	442
Net income (loss)	2,133,472				2,128,787		4,685
Issuance of ordinary shares upon exercises of share options	¥ 3,947		3,947
Issuance of ordinary shares upon exercises of share options (in shares) \| shares	356,736	356,736						356,736	356,736
Issuance of ordinary shares upon vesting of shares awards			(1)						¥ 1
Issuance of ordinary shares upon vesting of shares awards (in shares) \| shares								1,322,560	1,322,560
Share-based compensation expense	¥ 671,210		671,210
Acquisition of additional equity interests in subsidiaries	(18,699)		(5,935)				(12,764)
Capital contribution from non-controlling interests shareholders	1,000						1,000
Foreign currency translation	(7,083)					(7,083)
Balance at Dec. 31, 2018	17,210,793		9,385,216		7,907,396	(30,883)	(51,022)		¥ 75	¥ 11
Balance (in shares) at Dec. 31, 2018 \| shares									116,395,883	16,510,358
Increase (Decrease) in Shareholders' Equity
Net income (loss)	3,986,433	$ 572,615			4,016,832		(30,399)
Issuance of ordinary shares upon exercises of share options	¥ 297		297
Issuance of ordinary shares upon exercises of share options (in shares) \| shares	85,706	85,706						85,706	85,706
Issuance of ordinary shares upon vesting of shares awards			(1)						¥ 1
Issuance of ordinary shares upon vesting of shares awards (in shares) \| shares								1,102,773	1,102,773
Share-based compensation expense	¥ 682,357		682,357
Acquisition of additional equity interests in subsidiaries	(26,897)		(10,497)				(16,400)
Dilution in non-controlling interests due to Group's contribution to its subsidiary	(97,875)	$ (14,059)	(97,875)				97,875
Capital contribution from non-controlling interests shareholders	107,950						107,950
Non-controlling interests arising from the acquisition of Shan Shan Commercial Group Co., Ltd. ("Shan Shan Outlets") (Note (3))	314,537						314,537
Foreign currency translation	(25,773)	(3,702)				(25,773)
Balance at Dec. 31, 2019	¥ 22,249,697	$ 3,195,969	¥ 9,959,497		¥ 11,924,228	¥ (56,656)	¥ 422,541		¥ 76	¥ 11
Balance (in shares) at Dec. 31, 2019 \| shares									117,584,362	16,510,358

CONSOLIDATED STATEMENTS OF CASH FLOWS ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Cash flows from operating activities:
Net income	¥ 3,986,433	$ 572,615	¥ 2,133,472	¥ 1,892,433
Adjustments to reconcile net income to net cash by operating activities:
Provision for allowance for doubtful accounts	229,531	32,970	175,405	130,862
Inventory write-down	347,498	49,915	440,823	206,733
Depreciation of property and equipment	830,368	119,275	770,290	720,840
Amortization of deferred income	(23,186)	(3,330)
Impairment of long-lived assets	537,579	77,218	0	0
Amortization of intangible assets	15,757	2,263	47,842	340,816
Amortization of land use rights	104,381	14,993	71,601	55,545
(Gain) loss on disposal of property and equipment and other assets	14,404	2,069	762	(4,170)
Share-based compensation expenses	688,083	98,837	671,210	667,098
Share of loss (income) of equity method investees	(27,182)	(3,904)	46,999	22,280
Impairment loss of other investments	127,589	18,327	20,073	133,026
Goodwill impairment loss	278,263	39,970
Unrealized gain on short term investments	(11,621)	(1,669)	(48,604)	(16,934)
Amortization of debt issuance costs				5,950
Investment gain and revaluation of investments	(165,731)	(23,806)	(191,842)	(55,615)
Loss on disposal of subsidiaries	11,323	1,626
Noncash lease expense	325,245	46,719
Changes in operating assets and liabilities:
Accounts receivable	4,165,302	598,309	(64,931)	(2,655,862)
Amounts due from related parties	12,682	1,822	(7,284)	(1,839)
Other receivables and prepayments	936,509	134,522	124,418	(1,265,051)
Inventories	(2,625,892)	(377,186)	291,781	(2,240,420)
Deferred tax assets	(99,538)	(14,298)	(103,658)	(70,297)
Dividends received from equity method investees	13,147	1,888
Accounts payable	1,681,114	241,476	(140,746)	3,217,304
Advances from customers	(282,764)	(40,617)	(873,914)	(347,538)
Accrued expenses and other current liabilities	1,148,730	165,004	1,985,677	290,818
Amounts due to related parties	282,261	40,545	258,086	12,293
Deferred income	27,904	4,008	150,335	26,554
Deferred tax liability	68,866	9,892	(12,047)	(83,575)
Operating lease liabilities	(306,872)	(44,079)
Net cash generated from operating activities	12,290,183	1,765,374	5,745,748	981,251
Cash flows from investing activities:
Purchases of property and equipment	(3,303,176)	(474,472)	(2,519,673)	(2,197,773)
Purchases of land use rights	(974,497)	(139,978)	(1,073,370)	(275,810)
Government subsidies received for land use rights	220,720	31,704	52,300	117,825
Proceed from disposal of property and equipment and other assets	33,442	4,804	4,936	9,290
Purchases of other assets	0	0	(917)	(867)
Purchases of short term investments	(3,271,105)	(469,865)	(2,691,032)	(354,000)
Redemption of short term investments upon maturities	2,500,340	359,151	747,766	796,729
Investment in equity method investees and other investments	(605,933)	(87,037)	(963,699)	(16,783)
Payment for business acquisition, net of cash acquired of RMB174, nil and RMB175,822 in 2017, 2018 and 2019, respectively	(2,749,178)	(394,895)		(4,701)
Deposits for equity method investments and other investments				(240,000)
Disposal of an available-for-sale investments				279,295
Cash paid for loan originations	(2,762,052)	(396,744)	(764,020)	(188,960)
Cash received from loan repayments	2,670,549	383,600	519,519	46,149
Other investing activities	330	48	(5,622)	(3,000)
Net cash used in investing activities	(8,240,560)	(1,183,684)	(6,693,812)	(2,032,606)
Cash flows from financing activities:
Proceeds from bank and other borrowings	1,819,380	261,338	2,115,285	910,310
Repayment to bank and other borrowings	(2,865,706)	(411,633)	(1,695,885)	(3,000)
Capital contributions from non-controlling interests	107,950	15,506	1,000
Acquisition of non-controlling interests	(25,375)	(3,645)	(18,699)	(25,855)
Redemption of convertible senior notes	(4,220,841)	(606,286)		(21,697)
Proceeds from issuance of securitization debt			969,000	760,000
Repayment of securitization debt	(969,000)	(139,188)	(760,000)
Proceeds from issuance of ordinary shares to new investors				5,610,337
Proceeds from issuance of ordinary shares upon exercise of share options	297	43	3,947	5,969
Deferred settlement of acquisition of subsidiaries			(27,680)	(64,990)
Deferred settlement on purchase of equity method investees and other investments	(103,405)	(14,853)
Other financing activities				(1,250)
Net cash provided by (used in) financing activities	(6,256,700)	(898,718)	586,968	7,169,824
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(112,110)	(16,103)	177,576	(6,054)
Net increase (decrease) in cash, cash equivalents and restricted cash	(2,319,187)	(333,131)	(183,520)	6,112,415
Cash, cash equivalents and restricted cash at beginning of the year	10,038,472	1,441,936	10,221,992	4,109,577
Cash, cash equivalents and restricted cash at end of the year	7,719,285	1,108,805	10,038,472	10,221,992
Reconciliation in amounts on the consolidated balance sheets:
Total cash, cash equivalents and restricted cash at end of the year	10,038,472	1,441,936	10,221,992	4,109,577
Supplemental disclosures of cash flow information:
Interest paid, net of amount capitalized	86,004	12,354	159,744	82,435
Income tax paid	818,153	117,520	956,291	948,915
Supplemental disclosure of non-cash investing and financing activities:
Payables incurred for purchase of property and equipment	59,515	8,549	¥ 4,626	¥ 9,971
Dilution in non-controlling interests due to the Group's contribution to its subsidiary	97,875	14,059
Payables for acquisition of subsidiaries	25,000	3,591
Right-of-use assets obtained	2,071,948	297,617
Decrease of right-of-use assets for early termination	¥ 36,142	$ 5,191

Organization and principal activities

12 Months Ended

Dec. 31, 2019

Organization and principal activities

Organization and principal activities

1.	Organization and principal activities

Vipshop Holdings Limited (the “Company”) was incorporated in the Cayman Islands on August 27, 2010. The Company, through its subsidiaries, its variable interest entities (“VIEs”) and VIEs’ subsidiaries (collectively, the “Group”), operate online platforms that offer high-quality branded products to consumers in the People’s Republic of China (the “PRC”) through flash sales on its vipshop.com, vip.com online platforms. Flash sale represents an online retail format combining the advantages of

e-commerce

and discount sales through selling a finite quantity of discounted products or services online for a limited period of time.

The Group also operates retail stores in China to supplement its online growth strategy. In July 2019, the Group acquired Shan Shan Outlets, a leading player in the outlets industry in China, to gain presence in the offline outlet business in China.

Summary of significant accounting policies

12 Months Ended

Dec. 31, 2019

Summary of significant accounting policies

Summary of significant accounting policies

2.	Summary of significant accounting policies

(a)

Basis of presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

(b)

Principles of consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries, its VIEs and VIEs’ subsidiaries for which the Company is the primary beneficiary. All intercompany transactions, balances and unrealized profit and losses have been eliminated

on consolidation.

The Group evaluates the need to consolidate its VIEs and VIEs’ subsidiaries in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support.

As foreign-invested companies engaged in internet-based businesses is subject to significant restrictions under current PRC laws and regulations, the Group and its PRC subsidiary, Vipshop (China) Co., Ltd. (“Vipshop China”), as a wholly foreign owned enterprise (“WFOE”), is restricted from holding the licenses that are necessary for the online operation in China. To comply with these restrictions, the Group conducts the Internet-related operations in the PRC through certain PRC domestic companies, whose equity interests are held by certain management members of the Group (“Nominee Shareholders”).

In order to exercise effective control over these PRC domestic companies, the Group, through the WFOE, entered into a series of contractual arrangements with these PRC domestic companies and the Nominee Shareholders, pursuant to which the Group is entitled to receive effectively all economic benefits generated from the Nominee Shareholders’ equity interests in these PRC domestic companies. By entering into a series of contractual arrangements, the Group established four sets of VIEs: (i) Vipshop China, Guangzhou Vipshop

E-Commerce

Co., Ltd. (“Vipshop

E-Commerce”)

and shareholders of Vipshop

E-Commerce;

(ii) Vipshop China, Vipshop Information Technology Co., Ltd. (“Vipshop Information”) and shareholders of Vipshop Information; (iii) Lefeng (Shanghai) Information Technology Co., Ltd. ( “Lefeng Shanghai”, or “Lefeng Information”), Tianjin Pinjian

E-Commerce

Co., Ltd. (“Tianjin Pinjian”) and shareholders of Tianjin Pinjian; and (iv) Vipshop China, Pin Jun Tong Enterprise Management & Consulting Co., Ltd. (“Pin Jun Tong”) and shareholders of Pin Jun Tong.

The Group has concluded that these PRC domestic companies are consolidated VIEs of the Group, of which the Group is the ultimate primary beneficiary.

The following is a summary of the contractual agreements (collectively, “Contractual Agreements”) that the Group, through the WFOE, entered into with the consolidated VIEs and their Nominee Shareholders:

Equity Interest Pledge Agreements

The Nominee Shareholders of these PRC domestic companies pledged all their equity interests in these PRC domestic companies as collateral to ensure that these PRC domestic companies fully performs its obligations under the Exclusive Business Cooperation Agreement, Exclusive Option Agreement and Loan Agreement, and pays the consulting and service fees and repays the loan and the accrued interests to the WFOE when the same becomes due. The agreement will remain in effect until all of the obligations of these PRC domestic companies under the Exclusive Business Cooperation Agreement, Exclusive Option Agreement and Loan Agreement have been duly performed or terminated.

Exclusive Option Agreement

The Nominee Shareholders of these PRC domestic companies granted the WFOE an irrevocable and exclusive right to purchase, or designate one or more persons to purchase, their equity interest in these PRC domestic companies at the WFOE’s sole and absolute discretion to the extent permitted by the PRC laws. The purchase price is equal to the higher of: (i) the amount of registered capital actually contributed by the equity holder; or (ii) a minimum price permitted by applicable PRC laws.

Power of Attorney Agreements

The Nominee Shareholders of these PRC domestic companies irrevocably authorized the WFOE to exercise the rights related to their shareholdings, including attending shareholders’ meetings and voting on their behalf on all matters, including but not limited to matters related to the transfer, pledge or disposition of their respective equity interests in these PRC domestic companies, and appointment of the executive directors and senior management of these PRC domestic companies. The WFOE has the right to appoint any individual or entity to exercise the power of attorney on its behalf. Each power of attorney will remain in effect until the shareholder ceases to hold any equity interest in these PRC domestic companies.

Exclusive Business Cooperation Agreement

The WFOE entered into an agreement with these PRC domestic companies to provide these PRC domestic companies with technical, consulting and other services. In consideration of these services, these PRC domestic companies shall pay the WFOE fees equal to 100% of its net income of these PRC domestic companies, provided that the WFOE, at its sole discretion, shall have the right to adjust the rate of the service through written notice. The WFOE will exclusively own any intellectual property arising from the performance of this agreement. These PRC domestic companies has no right to terminate this agreement unless the WFOE commits gross negligence or fraud.

Loan Agreement

The WFOE entered into a loan agreement with the Nominee Shareholders, to provided them loans solely for the purpose of contribution or increase of registered capital or working capital of these PRC domestic companies. The WFOE has the sole discretion to determine the method of repayment, including requiring the Nominee Shareholders to transfer their equity interests in these PRC domestic companies to the WFOE or its designated person.

Vipshop

E-Commerce

was established by Mr. Eric Ya Shen and Mr. Arthur Xiaobo Hong on June 22, 2017. As of December 31, 2019, shareholders of Vipshop

E-Commerce

are

Mr. Eric Ya Shen and Mr. Arthur Xiaobo Hong, holding 66.67% and 33.33% of the total equity interests in Vipshop

E-Commerce,

respectively. Vipshop

E-Commerce

holds the licenses necessary to conduct the Internet-related operations of

vipshop.com

and

vip.com

in China.

Risks in relation to the VIE structure

The Group believes that the VIE arrangements are in compliance with PRC law and are legally enforceable. The equity holders of the VIEs are also shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements. However, there are certain risks related to the Contractual Agreements, which include but are not limited to the following:

•

If the Group’s ownership structure, are found to be in violation of any existing or future PRC laws or regulations, the relevant governmental authorities, including the China Securities Regulatory Commission, would have broad discretion in dealing with such violation, including levying fines, confiscating its income or the income of the WFOE, Vipshop

E-commerce,

Vipshop Information, Pin Jun Tong, Lefeng Information, revoking the business licenses or operating licenses of the WFOE, Vipshop

E-commerce,

Vipshop Information, Pin Jun Tong, Lefeng Shanghai, or Lefeng Information, shutting down the Group’s servers or blocking the Group’s websites, discontinuing or placing restrictions or onerous conditions on the Group’s operations, requiring the Group to undergo a costly and disruptive restructuring, restricting or prohibiting the Group’s use of various funding to finance its business and operations in China, and taking other regulatory or enforcement actions that could be harmful to the Group’s business;

•

The Group relies on the Contractual Arrangements with the VIEs and their equity holders for a majority all of its PRC operations, which may not be as effective as direct ownership in providing operational control;

•

The Group may have to incur significant cost to enforce, or may not be able to effectively enforce, the Contractual Arrangements with the VIEs and their equity holders in the event of a breach or

non-compliance

by the VIEs or their equity holders;

•

The Nominee Shareholders of the VIEs are also directors of the Group or its subsidiaries, and has a duty of care and loyalty to the Group and its shareholders as a whole under Cayman Islands law. Under the Contractual Arrangements with the VIEs and the Nominee Shareholders, (a) the Group may replace any such individual as a shareholder of the VIEs at the Group’s discretion, and (b) each of these individuals has executed a power of attorney to appoint the WFOE or its designated third party to vote on their behalf and exercise shareholder rights of the VIE. However, the Group cannot assure that these individuals will act in the best interests of the Group should

any conflicts of interest arise, or that any conflicts of interest will be resolved in the Group’s favor. These individuals may breach or cause the VIE to breach the existing contractual arrangements. If the Group cannot resolve any conflicts of interest or disputes between the Group and any of these individuals, the Group would have to rely on legal proceedings, which may be expensive, time-consuming and disruptive to its operations. There is also substantial uncertainty as to the outcome of any such legal proceedings.

•

There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. On March 15, 2019, the National People’s Congress approved the PRC Foreign Investment Law, which became effective on January 1, 2020 and replace the existing laws regulating foreign investment in China. The PRC Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments. Under the newly enacted PRC Foreign Investment Law, there are substantial uncertainties relating to its interpretation and implementation. It is possible that future legislations promulgated by the State Council may provide for contractual arrangements as a form of foreign investment and subject to foreign investment restrictions. It is therefore uncertain whether the Group’s corporate structure may be deemed as violating the foreign investment restrictions in China. If the Group fails to take appropriate and timely measures to comply with any of these or similar regulatory compliance requirements, the Group’s current corporate structure, corporate governance, and business operations could be materially and adversely affected.

The financial information of the Group’s VIEs and VIEs’ subsidiaries, including total assets, total liabilities, net revenues, total operating expenses, net loss and cash flows after intercompany eliminations are as follows:


	As of December 31,
	2018			2019
	RMB			RMB
Total assets		5,974,238			10,388,986

Total current liabilities		(3,753,295	)		(3,957,003	)

Total liabilities		(3,757,210	)		(4,002,131	)


	2017			2018			2019
	RMB			RMB			RMB
Net revenues		1,583,466			2,455,488			3,613,683
Total operating expenses		(5,243,573	)		(5,826,283	)		(6,095,095	)
Net loss		(3,784,932	)		(3,531,460	)		(2,206,270	)


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Net cash (used in) provided by operating activities		(801,931	)		(294,853	)		4,807,929
Net cash provided by (used in) investing activities		1,435,001			(48,162	)		(2,206,121	)
Net cash provided by (used in) financing activities		1,144,728			(17,698	)		(13,125	)

There are no consolidated VIEs’ assets that are collateral for the VIEs’ obligations or are restricted solely to settle the VIEs’ obligations. The Company has not provided any financial support that it was not previously contractually required to provide to the VIEs.

(c)

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management of the Group to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting periods. Actual results may differ from these estimates. The Group’s management based their estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Group’s financial statements include inventory write-down, valuation of goodwill and

assets acquired in business acquisition, valuation of other investments and valuation of

account

receivables arising from consumer financing. Changes in facts and circumstances may result in revised estimates.

(d)

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, demand deposits and highly liquid investments with maturity of less than three months.

Cash and cash equivalents are placed with financial institutions with high-credit ratings and quality.

(e)

Restricted cash

The Group’s restricted cash mainly represents: (1) deposits held in a designated bank account under the cooperative lending arrangement with a bank in which the Group is required to maintain at all times a certain percentage of the outstanding principal of total lending amount with a bank, (2) deposits held in a designated account in the People’s Bank of China related to online payments service.

(f)

Short-term investments

Short-term investments consist primarily of time deposits and financial products offered by commercial banks in the PRC with fixed maturity dates ranging from three months to one year.

(g)

Inventories

Inventories consisting of products available for sales are valued at the lower of cost or net realizable value with cost determined using the weighted average cost method. Net realizable value is based on estimated selling prices in the ordinary course of business, less reasonably predictable transportation cost. Adjustments are recorded when future estimated net realizable value is less than cost. Write-downs are recorded in cost of revenues in the consolidated statements of income and comprehensive income.

To determine the write-down relating to different categories, the Group applies a certain writedown percentage based on aging and condition of the merchandises within each category. The Group developed these write-down percentages based on historical trends, inventory aging, historical and forecasted demands, expected selling prices and future promotional events.

(h)

Accounts receivables

, net

Accounts receivable are mainly receivables from consumer financing business, which are stated at the historical carrying amount net of allowance for uncollectible accounts. The Group establishes an allowance for uncollectible accounts receivable based on estimates, historical experience and other factors surrounding the credit risk of specific customers. Uncollectible accounts receivable are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Group has determined that is not probable for the balance to be collected.

Accounts receivable expected to be settled more than one year as of the balance sheet date are classified into other long-term assets on the consolidated balance sheets.

(i)

Loan receivables

, net

Loan receivables mainly represent the microcredit business made to qualified individual customers who are the end users of the Group’s online marketplace business. The loan periods extended by the Group to the individual customers mainly range from 3 months to 24 months. The loan receivables are stated at the historical carrying amount net of allowance for uncollectible loan receivables. The Group establishes an allowance for uncollectible loan receivable based on estimates, historical experience and other factors surrounding the credit risk of specific customers. Uncollectible loan receivables are written off when the Group has

exhausted all efforts and

determined the balance will not be collected.

The loan receivables expected to be settled more than one year as of balance sheet date are classified into other long-term assets on the consolidated balance sheets.

For the years ended December 31, 2018 and 2019, the Group recorded allowance of RMB3,789 and RMB63,833 for both current and non-current loan receivables.

(j)

Other receivables

, net

Other receivables mainly consisted of advances to supplier, VAT recoverable, loans to staff and others, which are stated at the historical carrying amounts. The Group establishes an allowance for uncollectible other receivables based on estimates, historical experience and other factors surrounding the credit risk of specific accounts. Uncollectible other receivables are written off when a settlement is

reached for an amount that is less than the outstanding historical balance or when the Group has determined the balance will not be collected.

(k)

Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and impairment losses. Gains or losses on dispositions of property and equipment are included in other operating income. Major additions, renewals and betterments are capitalized, while maintenance and repairs are expensed as incurred.

Depreciation and amortization are provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placed in service. Estimated useful lives are as follows:


Classification	Estimated useful life
Buildings		20 t o 30 years
Furniture, fixtures and equipment		2 to 10 years
Leasehold improvements		Shorter of lease term or the estimated useful life of lease improvements
Motor vehicles		4 to 5 years
Software		3 years

Direct and incremental costs related to the construction of assets, including costs under the construction contracts, duties and tariffs, equipment installation and shipping costs, are capitalized. Management estimates the residual value of its furniture, fixtures and equipment and motor vehicles to be 5%.

(l)

Capitalization of interest

Interest and amortization of deferred financing costs incurred on funds used to construct the Group’s warehouses during the active construction period are capitalized. Interest subject to capitalization primarily includes interest paid or payable on the Group’s convertible senior notes due

2019 at interest of 1.5%. The capitalization of interest and amortization of deferred financing costs ceases once a project is substantially completed or development activity is suspended for more than a brief period. The amount to be capitalized is determined by applying the weighted average interest rate of the Group’s outstanding borrowings to the average amount of accumulated capital expenditures for assets under construction during the year and is added to the cost of the underlying assets and amortized over their respective useful lives. Total interest expenses incurred amounted to

RMB97,024

RMB

165,618

and R

MB87,631

of which

RMB

14,589

RMB

5,874

and RMB1,627

were capitalized for the years ended December

2017

2018

and

2019

, respectively.

(m)

Land use rights, net

The land use rights represent the amounts paid and relevant costs incurred for the Group’s leases for the right of use for lands located in PRC and are recorded at purchase cost less accumulated amortization. Amortization is provided on a straight-line basis over the terms of the respective land use right agreement.

(n)

Intangible assets, net

Acquired intangible assets mainly consist of domain names, customer relationships,

non-compete

agreements, trademarks and payment license acquired from third parties and from business combination.

Domain names and trademarks

Domain name and trademarks purchased from third parties are initially recorded at cost and amortized on a straight-line basis over the estimated economic lives of approximately two to five years.

Intangible assets arising from business combination

Identifiable intangibles assets are required to be determined separately from goodwill based on their fair values. In particular, an intangible asset acquired in a business combination should be recognized as an asset separate from goodwill if it satisfies either the “contractual-legal” or “separability” criterion.

Intangible assets with a definite economic life are carried at cost less accumulated amortization. Amortization for identifiable intangibles assets are computed using the straight-line method over the intangible assets’ economic lives.

Alternatively, intangible assets acquired in a business combination with indefinite lives are carried out cost less than subsequent accumulated impairment loss. Cost to renew or extend the term of a recognized intangible asset is charged to profit or loss as incurred in the consolidated statements of income and comprehensive income.

Estimated economic lives of the intangible assets are as follows:


Classification	Estimated economic life
Customer relationships		4-14 years
Trademarks		2-5 years
Non-compete agreement		3 years
Domain names		2-3 years
Payment license		Indefinite life

(o)

Investments in equity method investees

Investments in equity method investees consist of:

(1)

Investments in affiliated companies and joint ventures, over which the Group has significant influence but which it does not control. The Group generally considers an ownership interest of 20% or higher to represent significant influence, as well as other factors including but not limited to, representation on the investee’s board of directors, voting rights, etc.

(2)

Limited partnerships when the Group has more than minor ownership interest or more than a minor influence. The Group generally considers investment in limited partnerships of 3 to 5 percent to be more than minor.

Investment in equity method investees are accounted for by the equity method of accounting. Under this method, the Group’s share of the post-acquisition profits or losses of the equity method investees is

recognized in the statement of income and comprehensive income and its share of post-acquisition movements in other comprehensive income are recognized in other comprehensive income. Unrealized gains on transactions between the Group and its equity method investees are eliminated to the extent of the Group’s interest in the equity method investees; unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. When the Group’s share of losses in an equity method investee equals or exceeds its interest in the equity method investees, the Group does not recognize further losses, unless the Group has incurred obligations or made payments on behalf of the affiliated investee.

The Group is required to perform an impairment assessment of its investments whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. An impairment loss is recorded when there has been a loss in value of the investments that is other than temporary. The Group assess its equity investments for

other-than-temporary

impairment by considering all relevant and available information including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other

company-specific

information such as financing needs, the Group’s intent and ability to retain the investments for a period of time sufficient to allow for any anticipated recovery in market value, and the severity and duration of the impairment.

(p)

Other investments

Other investments consist of:

(1)

Investments in equity securities that have readily determinable fair values and for which the Group does not have the ability to exercise significant influence are reported at fair value with unrealized gains and losses included in net income.

(2)

Investments in debt securities other than trading securities

held-to-maturity

securities are classified as

available-for-sale

investments and reported at fair value with unrealized gain and losses included in accumulated other comprehensive loss in shareholders’ equity.

(3)

Investments in equity securities without readily determinable fair values are accounted for at cost, adjusted for impairments and observable price changes in orderly transactions for the identical or similar investments of the same issuer.

For

available-for-sale

debt securities, in

the

event of a decline in

fair value that is other-than-temporary, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is accounted for as a realized loss charged in the consolidated statement of income and comprehensive income. The fair values of the investments would not be adjusted for subsequent recoveries in fair values.

For equity securities without readily determinable fair values, at each reporting period, the Group makes qualitative assessment considering impairment indicators to evaluate whether the other investment is impaired. Impairment indicators that the Group considers include, but are not limited to, the following:

a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee;

a significant adverse change in the regulatory, economic, or technological environment of the investee;

a significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates;

A bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar investment for an amount less than the carrying amount of that investment;

Factors that raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operations, working capital deficiencies, or noncompliance with statutory capital requirements or debt covenants.

The respective investment shall be written down to its fair value if a qualitative assessment indicates that the investment is impaired and the fair value of the investment is less than its carrying value. The impairment loss is recorded in net income equal to the difference between the fair value of the investment and its carrying amount.

(q)

Impairment of long-lived assets (other than goodwill and intangible assets with indefinite life)

The Group evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When these events occur, the Group assesses the recoverability of these long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the future undiscounted cash flow is less than the carrying amount of the assets, the Group recognizes an impairment equal to the difference between the carrying amount and fair value of these assets. The Group recorded an impairment of nil, nil and RMB537,579 for the years ended December 31, 2017, 2018 and 2019, respectively, in general and administrative expenses on the consolidated statements of income and comprehensive income.

(r)

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination.

Goodwill is not amortized but is tested for impairment on an annual basis as of December 31, and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. The Group assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Group decides, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a

two-step

quantitative impairment test is mandatory. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount. If the carrying amount of each reporting unit exceeds its fair value, an impairment loss equal to the difference between the implied fair value of the reporting unit and their carrying amounts will be recorded.

Application of impairment test for goodwill requires significant management judgment, including the identification of the reporting unit, assigning assets, liabilities and goodwill to each reporting unit, and

determining the fair value of each reporting unit. The fair value of each reporting unit is determined by analysis of discounted cash flows. The significant assumptions regarding the reporting unit’s future operating performance are revenue growth rates, costs of goods and operating expenses growth rates, discount rates and terminal values. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit.

In 2017 and 2018, management has conducted the qualitative impairment test to compare the carrying value of the reporting units, including assigned goodwill, to its respective fair value. Based on the qualitative impairment assessment, it was determined that it is more likely than not the fair values of the reporting units tested ex

eeded their carrying amounts and, therefore a quantitative impairment test for goodwill were not required.

In 2019, the Group has outsourced all delivery activities to third party couriers and ceased the operations of its logistic services unit. Accordingly, the Group has impaired all goodwill related to its logistic business in the amount of

RMB

278,263

(s)

Intangible assets with indefinite lives

Intangible assets with indefinite lives represents primarily the payment license acquired in a business combination in 2016. In determining its indefinite life, the Group considered the following: the expected use of the intangible; the longevity of the license; the legal, regulatory and contractual provisions that affect their maximum useful life; the Group’s ability to renew or extend the asset’s legal or contractual life without substantial costs; effects of the regulatory environment; maintenance expenditures required to obtain the expected future cash flows from the asset; and considerations for obsolescence, demand, competition and other economic factors.

Intangible assets with indefinite lives is not amortized but is tested for impairment on an annual basis as of December 31, and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired.

In 2018 and 2019, management has conducted the qualitative impairment test and the qualitative assessment and no impairment indicators identified.

(t)

Business combinations and

non-controlling

interests

The Group accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred by the Group to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any

non-controlling

interests. The excess of (i) the total costs of acquisition, fair value of the

non-controlling

interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill.

For the Group’s majority-owned subsidiaries and subsidiaries of VIEs, a

non-controlling

interest is recognized to reflect the portion of their equity which is not attributable, directly or indirectly, to the

Group. Consolidated net income on the consolidated statements of income and comprehensive income includes the net income (loss) attributable to

non-controlling

interests. The cumulative results of operations attributable to

non-controlling

interests, are recorded as

non-controlling

interests on the Group’s consolidated balance sheets.

(u)

Securitization debt

The securitization debt securities issued to investors are collateralized by the specified pool of accounts receivable and are payable only out of collections on their respective underlying collateralized assets and guaranteed by the WFOE. The securities can be retained in the form of senior or subordinated securities. The Group holds 100% of the subordinated securities. The securitization securities are reported as current and

non-current

liabilities in the consolidated balance sheets based on their respective expected repayment dates. The debt was fully repaid during the year ended December 31, 2019.

(v)

Leases

In February 2016, the FASB issued ASU 2016-02, which supersedes existing guidance on accounting for leases in ASC Topic 840—Leases (“ASC 840”) and generally requires all leases, including operating leases, to be recognized in the statement of financial position of lessees as right-of-use (“ROU”) assets and lease liabilities, with certain practical expedients available.

The Group adopted ASC Topic 842—Leases (“ASC 842”) on January 1, 2019 using the modified retrospective transition approach, applying the new standard to leases existing at the date of initial adoption. The Group elected to apply the transition requirements at the effective date rather than at the beginning of the earliest comparative period presented with a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption, and prior periods were not restated. Upon adoption, the Group elected the practical expedients available under ASC 842, which permits the Group to not reassess the lease identification, lease classification and initial direct costs associated with any expired or existing contracts as of the date of adoption, as well as using hindsight in determining the lease term and in assessing impairment of the Group’s ROU assets. In connection with the adoption of ASC 842, the Group made an accounting policy election for all lease related asset classes, to account for the lease and non-lease components as a single lease component. The Group has also made an accounting policy election to exempt leases with an initial term of 12 months or less from being recognized on the balance sheet. Short-term leases are not significant in comparison to the Group’s overall lease portfolio. Payments related to those leases continue to be recognized in the consolidated statement of income and comprehensive income on a straight-line basis over the lease term.

The scope of ASC 842 also includes land use right and the accounting policy is included in Note 2(m).

From the Perspective of Lessee

The Group determines whether a contract contains a lease at contract inception. A contract contains a lease if there is an identified asset and the Group has the right to control the use of the identified asset.

At the commencement of each lease, management determines its classification as an operating or finance lease. For leases that qualify as operating leases, the Group recognizes the associated lease

expense on a straight-line basis over the term of the lease beginning on the date of initial possession, which is generally when the Group enters the leased premises and begins to make improvements in preparation for its intended use.

A lease liability is recognized for future fixed lease payments and a ROU asset representing the right to use the underlying asset during the lease term.

The Group uses the incremental borrowing rate in determining the present value of lease payments, unless the implicit rate is readily determinable. The incremental borrowing rate is estimated on a portfolio basis and incorporating lease term, currency risk, credit risk and an adjustment for collateral. If lease terms include options to extend or terminate the lease, the ROU asset and lease liability are measured based on the reasonably certain decision.

Upon adoption of ASU 2016-02 on January 01, 2019, the Group elected to use the remaining lease term as of January 1, 2019 in the estimation of the applicable discount rate for leases that were in place at adoption.

For the initial measurement of the lease liabilities for leases commencing after January 1, 2019, the Group uses the discount rate as of the commencement date of the lease, incorporating the entire lease term. Current maturities and long-term portions of operating lease liabilities are classified as operating lease liabilities, current and operating lease liabilities, non-current, respectively, in the consolidated balance sheets.

The ROU asset is measured at the amount of the lease liabilities with adjustments, if applicable, for lease prepayments made prior to or at lease commencement, initial direct costs incurred and lease incentives. Variable lease expenses includes rent contingent payments based on percentages of revenue as defined in the lease. It is not included in lease expenses before it incurs or becomes probable.

Repayments of operating liabilities, variable lease payments and short

term lease payments will be classified in operating activities. If payments made for operating leases represent the costs of bringing another asset to the condition and location necessary for its intended use, such amounts will be classified as investing activities.

As a result of the adoption, the Group recognized approximately RMB451,390 ROU assets recorded in ROU assets and corresponding lease liability in operating lease liabilities on the consolidated balance sheet as of January 1, 2019. The adoption had no material impact on the Group’s consolidated statements of income and comprehensive income for the year ended December 31, 2019 or the opening balance of retained earnings as of January 1, 2019.

From the Perspective of Lessor

The Group does not have material lessor contracts before the acquisition of Shan Shan Outlets. Shan Shan Outlets leases shop spaces in outlet malls to brand shops to conduct commercial selling activities under operating

leases

from

years.

Under ASC 842, which created a practical expedient that provides lessors an option not to separate lease and non-lease components if both of the following criteria are met: (1) the timing and pattern of transfer of the lease and non-lease component(s) are the same and (2) the lease component would be classified as an operating lease if it were accounted for separately. If both criteria are met, the

combined component is accounted for in accordance with ASC 842 if the lease component is the predominant component of the combined component; otherwise, the combined component is accounted for in accordance with the revenue recognition standard. The Group determined that the lease arrangements meet the criteria taking the practical expedient and to account for the lease and non-lease components as a single lease component under ASC 842. The Group recognized consideration received from the leases, together with other non-lease components including common area maintenance arrangements on a straight-line basis as the lease component is the predominant component of the combined component.

The Group, as a lessor, retain substantially all of the risks and benefits of ownership of the properties and continue to account for its leases as operating leases. There’s no terms and conditions exist to grant the option for the tenant to purchase the properties upon termination of the lease. Renewal of the leases are on a negotiation basis before termination and penalty is imposed if the lessees early terminate the leases. The majority of the Group’s lease contracts are based on the higher of 1) fixed lease payment and 2) variable lease payment based on percentage of gross revenue generated by each tenant. The Group recognizes fixed lease income on a straight-line basis over the terms of the leases and variable lease income are recognized when incurred, both included in other revenues on the consolidated statements of income and comprehensive income.

The lessees are generally required to provide the Group with a deposit, which is recorded in accrued expenses and other current liabilities on the consolidated balance sheets. Pursuant to the term of membership agreement, the amount of deposit may be applied if any damage caused to the Group.

The residual value of the Group’s lease assets represents the fair value of the leased assets at the end of the lease terms. The Group relies on industry data, historical experience, independent appraisals and the experience of the management team to value lease residuals.

(

)

Revenue recognition

Effective with the adoption of Accounting Standards Update (“ASU”)

2014-09,

“Revenue from Contracts with Customers (Topic 606),” and the associated ASUs (collectively, “Topic 606”) on January 1, 2018, the Group recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Group expects to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Group determines are within the scope of Topic 606, the Group performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 4 for additional information.

In periods prior to the adoption of Topic 606, the Group’s accounting policy was to recognize revenue when persuasive evidence of an arrangement exists, products are delivered, the price to the buyer is fixed or determinable and collectability is reasonably assured.

(x)

Cost of revenues

Cost of revenues consists primarily of cost of merchandise sold, inventory write-down, cost relating to logistics service rendered to external customers, occupancy cost for retail shops including rental cost,

maintenance costs, depreciation cost and utility cost of the outlets. The amounts of inventory write-down were RMB206,733, RMB440,823 and RMB347,498 for the years ended December 31, 2017, 2018 and 2019, respectively. Cost of revenues does not include fulfillment expenses, therefore the Group’s cost of revenues may not be comparable to other companies which include such expenses in their cost of revenues.

The Group provides financing to some of its suppliers by advancing them cash for portions of accounts payables the Group owes to them, and receives interest over the financing periods which is presented as a reduction to cost of revenues. The advances to these suppliers related to the Group’s financing activities have no offsetting rights against the Group’s accounts payables to these suppliers, and are presented as part of other receivables and prepayments in the consolidated balance sheets Note 6.

(y)

Fulfillment expenses

Fulfillment expenses primarily consist of payroll, bonus and benefits of logistics staff, logistics centers rental expenses, shipping and handling expenses and packaging expenses. In 2019, the Group has ceased its logistics delivery operations and outsourced all of its delivery activities to third party couriers. Costs paid to the third party couriers are included in fulfilment expenses.

(z)

Marketing expenses

Marketing expenses primarily consist of payroll, bonus and benefits of marketing staff, advertising costs, agency fees and costs for promotional materials.

Advertising expenses are charged to the statements of income and comprehensive income in the period incurred. The amounts of advertising expenses incurred were RMB1,526,815, RMB1,651,996 and RMB2,234,291 for the years ended December 31, 2017, 2018 and 2019, respectively.

)

Technology and content expenses

Technology and content expenses primarily consist of payroll, bonus and benefits of the staff in the technology and system department, telecommunications expenses, model fees and photography expenses.

)

General and administrative expenses

General and administrative expenses primarily consist of payroll, bonus and benefit costs for retail and corporate employees, legal, finance, information systems, rental expenses and other corporate overhead costs. In November 2019, the Group has ceased its logistic operation. Severance payments of RMB652.0 million and asset impairment of RMB154.2 million are recorded in general and administrative expenses for year ended December 31, 2019.

)

Foreign currency transactions and translations

The functional currency of the Company, Vipshop HK, Lefeng.com Limited (“Lefeng.com”) and other offshores subsidiaries is the United States dollar (“US dollar”). The functional currency of all the other

significant subsidiaries and the VIEs is RMB. Foreign currency denominated monetary assets and liabilities have been translated into the functional currency at the prevailing exchange rates as of the balance sheet date. Transactions in foreign currencies have been translated into the functional currency at the applicable rates of exchange prevailing on the date transactions occurred. Transaction gains and losses are recognized in the consolidated statements of income and comprehensive income.

The RMB is not a freely convertible currency. The PRC State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China foreign exchange trading system market. The Group’s cash, cash equivalents and restricted cash denominated in RMB amounted to RMB6,615,216 and RMB7,565,817 at December 31, 2018 and 2019, respectively.

(

)

Convenience translation

Translations of balances in the consolidated balance sheets, consolidated statements of income and comprehensive income, and consolidated statements of cash flows from RMB into US dollar as of and for the year ended December 31, 2019 are solely for the convenience of the readers and were calculated at the rate of 6.9618 representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 201

. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US dollar at that rate on December 31, 2019, or at any other rate.

(ae)

Taxation

Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. As part of the process of preparing financial statements, the Group is required to estimate its income taxes in each of the jurisdictions in which it operates. The Group accounts for income taxes using the liability method. Under this method, deferred income taxes are recognized for tax consequences in future years of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements at each

year-end

and tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable for the differences that are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance when, based upon the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

(

)

Value added taxes (“VAT”)

The Group’s PRC subsidiaries are subject to VAT at rates ranged from 6% to 16% before

April

2019 and 3% to 13%

since April 2019, compared with VAT at rates ranged from 6% to 17% before May 2018 and 6% to 16% since May

2018, on proceeds received from customers, and are entitled to a deduction for VAT already paid or borne on the goods purchased by it and utilized in the production of goods that have generated the gross sales proceeds and service incurred. The VAT balance is recorded either in other current liabilities or other current receivables on the consolidated balance sheets.

(ag)

Comprehensive income (loss)

Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. During the periods presented, comprehensive income (loss) is reported in the consolidated statements of income and comprehensive income, and other comprehensive income (loss) includes foreign currency translation adjustments, unrealized gain or loss of

available-for-sale

debt investments and reclassification adjustments of

available-for-sale

investments prior to adoption of ASU

2016-01

in 2018.

(ah)

Concentration of credit

risk

Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, accounts receivable, net, short

term investments, amounts due from related parties, loan receivables, net and other receivables. The Group places its cash and cash equivalents, restricted cash and short

term investments with financial institutions with high-credit ratings and quality. Accounts receivable primarily comprise of amounts receivable from product delivery service providers and receivables from consumer financing services. There are no significant credit risk concentrated with any specific delivery service providers, end customers under consumer financing, microcredit loans or suppliers under financing service arrangements.

Account receivables from product delivery service providers relates to amounts collected from customers by the service providers when products are delivered. The Group conducts a credit evaluations on these service providers and require certain amounts of security deposits from them to manage its credit risk. Amounts due from related parties are prepayments related to purchases of goods and services from the entities controlled by shareholders of the Company. Due to the nature of the relationship, the Group considers there to be no collection risks in regard to amounts due from related parties. With respect to advances to product suppliers, the Group performs

on-going

credit evaluations of the financial condition of its suppliers. The Group establishes an allowance for doubtful accounts based upon estimates of various factors surrounding the credit risk of delivery service providers, end customers and suppliers, such as credit rating, overdue date and collectability.

(ai)

Fair value of financial instruments

Fair value is considered to be the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.


Level 1		Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2		Applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3		Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Significant acquisition and equity transactions

12 Months Ended

Dec. 31, 2019

Significant acquisition and equity transactions

Significant acquisition and equity transactions

3.	Significant acquisition

(a)

Acquisition

of Shan Shan Outlets

On July 10, 2019, the Group acquired 100% equity interest of Shan Shan Outlets for a total cash consideration of RMB2,950,000, in which RMB2,925,000 has been paid as of December 31, 2019. Shan Shan Outlets primarily engaged in outlet management business in China. The Group acquired Shan Shan Outlets to expand into the outlet business to supplement its growth strategy.

The acquisition had been accounted for as a business combination. The results of operations of Shan Shan Outlets have been included in the Group’s consolidated financial statements from the acquisition date. The assets acquired and liabilities assumed were recorded at their respective fair values on the date of acquisition. Shan Shan Outlets’ revenue contribution to the Group is RMB245,817 and is not considered material to the Group.

The Group accounted for this acquisition as business combination. The results of operations of Shan Shan Outlets have been included in the Group’s consolidated financial statements since the acquisition date. The assets acquired and liabilities assumed were recorded at their respective fair values on the date of acquisition. The purchase price allocations were determined by the Group with the assistance of an independent valuation appraiser and estimated by applying the income approach and depreciated replacement cost method as follows:


	RMB			Weighted average amortization period (in years)
Consideration:
Cash		2,925,000
Consideration payable		25,000

Total consideration transferred		2,950,000

Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents		175,822
Accounts receivable		6,420
Other receivables and prepayments		537,182
Inventories		46,603
Amounts due from related parties		12,821
Other long-term assets		25,000
Deferred tax assets, net		51,252
Property and equipment		461,408			14~20
Land use rights		837,160			30~40
Construction in progress		207,707
Investment in equity method investees		2,322,375

Total assets acquired		4,683,750
Accounts payable		(69,427	)
Advances from customers		(42,795	)
Accrued expenses and other current liabilities		(179,574	)
Amounts due to related parties		(282,106	)
Deferred income		(194,162	)
Bank borrowings		(709,954	)
Financial guarantee		(8,847	)
Deferred tax liabilities		(91,272	)
Total liabilities assumed		(1,578,137	)

Net assets acquired		3,105,613
Non-controlling interests		(314,537	)
Goodwill		158,924

		2,950,000

The goodwill of RMB158,924 was generated from the synergy of the acquisition that helps the Group gain presence in the offline outlet business in China and further enhances the ecosystem and fortifies the Group’s leading position in China’s discount retail segment. Goodwill is assigned to the Shan Shan Outlets segment. None of the goodwill is expected to be deductible for income tax purposes.

Revenues and net income of Shan Shan Outlets in the amount of RMB245.8 million and RMB31.5 million, respectively, attributable to Shan Shan Outlet were included in the Group’s consolidated statement of income and comprehensive income since the acquisition date.

Pro forma results of operations for the Shan Shan acquisition have not been presented as they are not material to the Group’s consolidated results.

Revenue

12 Months Ended

Dec. 31, 2019

Revenue

Revenue

From January 1, 2018, the Group accounts for revenue in accordance with Topic 606, “Revenue from Contracts with Customers”.

Product revenue recognition

The majority of the Group’s revenue is derived from

online

product revenue. The Group recognizes revenue from the sale of apparel, fashion goods, cosmetics, home goods and lifestyle products and other merchandise through its online platforms, including its internet website and cellular phone application. The Group utilizes

in-house

and external delivery service providers to deliver goods to its customers. The Group recognizes revenue at the point of time when the goods have been accepted by the customers. The customers have the options to pay for the goods in advance, upon acceptance of the goods or to pay over an agreed upon instalment period.

For offline product revenue, the Group recognizes revenue at the point of time when customers pay and obtain control of the products.

Revenue was recorded net of surcharges and value added tax (“VAT”) of gross sales. Surcharges are sales related taxes representing the City Maintenance and Construction Tax and Education Surtax. Revenues also include fees charged to customers for shipping and handling expenses. The Group incurs expenses or pays fees to

in-house

and external delivery service providers, respectively, and records such expenses and fees as shipping and handling expenses.

The Group records all product revenue on a gross basis. To determine whether the Group is an agent or principal in the sale of products, the Group considers the following indicators: the Group is primarily responsible for fulfilling the promise to provide the specified goods or services, is subject to inventory risks before the specified goods or services have been transferred to a customer or after transfer of control to the customers, and has discretion in establishing the price of the specified goods or services.

Return rights

The Group offers online sales customers with an unconditional right of return for a period of 7 days upon receipt of the products on sales from its platforms. The Group reduces online product revenues by an estimate of expected customer merchandise returns, which is calculated based on historical return patterns,

and recorded as a refund liability included in accrued expenses and other current liabilities (Note 14) and the estimated inventories in-transit subject to those estimated returns are included in inventories on the consolidated balance sheets.

Membership reward program

The Group grants Weipin Coins to the

online

customers when they purchase goods from its platforms. Weipin Coins can be offset against payments when customers make their future purchases.

Upon adoption of Topic 606, the Group considers the Weipin Coins as a separate performance obligation and allocates the transaction price proportionally between the product sold and the Weipin Coins granted on a relative standalone selling price basis in consideration of the likelihood of future redemption and the equivalent value per Coin when it is redeemed. There is no significant impact upon adoption of Topic 606 other than the deferred income recorded is considered as a contract liability. As of December 31, 2018 and 2019, the Group recorded deferred income related to Weipin Coins of RMB150,240

nd RMB138,017, respectively.

New members who register on the Group’s online platforms or existing members introducing new members to the Group’s online platforms will be granted free Weipin Coins. These Weipin Coins are not related to prior sales and are recorded as reduction of revenue at the time of use.

The Group has a paid online membership program called Super VIP, which allows its members to enjoy certain privileges. The revenue related to the membership fee is recognized on a straight-line basis over the period of the membership.

Other revenues

Other revenues consist of (1) commission from platform access; (2) logistic service to external customers; (3) promotional and advertising service; (4) inventory and warehouse management service and (5) interest income from microcredit and consumer financing and (6) lease income and other miscellaneous income earned from the Shan Shan Outlets.

The Group charges fees to third-party merchants to access the Group’s platform for sales of their products. The Group is not primarily responsible for fulfilling the promised contracts, as it does not bear the inventory risk, nor has the discretion in establishing prices. Upon successful sales on the Group’s online platforms, the Group will charge the third-party merchants commission fees. Commission fees are recognized on a net basis at the point of sales of products.

Other revenue from providing logistic services to external customers are recognized upon the completion of the performance of services. The Group has ceased providing logistic services to external customers and starts outsourcing its logistic services to a third-party logistic service provider starting in November 2019.

Other revenue from promotional and advertising, inventory and warehouse management services are recognized over the period during which the services are provided, net of VAT.

In connection with the Group’s product revenues, certain approved customers have the option to pay for the goods over an instalment period up to 24 months. Significant financing component exists in sales paid by instalments. The Group elected the practical expedient not to adjust the promised amount of consideration for the effects of a significant financing component for all instances in which the period between payment

and transfer of the goods will be one year or less. For the contracts with instalment period over 12 months, the transaction price is adjusted for the effects of the time value of money which is equivalent to the amounts charged in separate financing transaction between the Group and its customers at contract inception. The revenues earned from the financing service is recognized over the instalment period and included in other revenues.

Shan Shan Outlets leases its shop space to various brand shops to conduct sales activities, the related revenue is accounted under ASC 842, please refer to detail information in Note 2(v). Other miscellaneous income such as advertising income is recognised over the period where the service provided.

Remaining performance obligations

Remaining performance obligations represent the transaction price allocated to unsatisfied or partially unsatisfied performance obligations. At December 31, 2018 and 2019, the Group had unfulfilled performance obligations for products to be passed to customers of RMB1,410 million and RMB1,118 million, and performance obligations related to Weipin Coins granted to customers and Super VIP membership fee of RMB355 million and RMB382 million, respectively. The Group expects revenue to be recognized for the remaining performance obligations within the next year. The remaining performance obligations are accounted under advance from customers and deferred income.

The remaining performance obligation in relation to the financing service represents the remaining period of financing benefit to the customers based on the agreed upon instalment periods.

Disaggregation of revenue

The Group disaggregates its revenue from different types of contracts with customers by principal product categories, as the Group believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows. See Note 31 for product revenues by principal product categories.

Contract balances

The estimated inventories in

transit relating to estimated returns are contract assets included in inventories. The balance of contract assets is RMB151,117 and RMB177,783 as of December 31, 2018 and December 31, 2019, respectively.

The Group’s contract liabilities consist of prepayments from customers, unredeemed Weipin Coins and Super VIP membership reward program and refund liability related to estimated return. As of December 31, 2018 and December 31, 2019, the balances of the contract liabilities are RMB1,954 million and RMB1,726 million, included in advances from customers, deferred income and accrued expenses and other current liabilities.

All contract liabilities at the beginning of the year ended December 31, 2019 were recognized as revenue during the year ended December 31, 2019

All

contract liabilities as of year ended December 31, 2019 are expected to be realized in the following year.

Accounts receivable, net

12 Months Ended

Dec. 31, 2019

Accounts receivable, net

Accounts receivable, net

5.	Accounts receivable, net

Components of accounts receivable are as follows:


	As of December 31,
	2018			2019
	RMB			RMB
Other trade receivables (Note a)		5,302,391			1,051,707
Delivery service providers (Note b)		297,242			—
Others (Note c)		192,642			355,837

Subtotal		5,792,275			1,407,544

Less: allowance for doubtful accounts		(117,544	)		(111,778	)

Total		5,674,731			1,295,766

Note:

(a)

The Group provides consumer financing to certain customers as part of the Group’s Internet financing business. As of December 31, 2018 and 2019, RMB 1.2 billion and

nil

receivables from customer financing were collateralized for the issuance of asset-backed debts, respectively. Details of the securitization debt are set out in Note

(b)

For certain sales transactions, third

party delivery service providers will collect payments from the Group’s customers upon delivery of goods, and remit such payments back to the Group on a periodic basis.

(c)

Others mainly represent receivables from online promotional and advertising services as well as warehousing services to the Group’s vendors.

The movement of allowance for doubtful debts during the years are as follows:


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Allowance for doubtful accounts:
Balance at beginning of the year		(46,209	)		(124,891	)		(117,544	)
Provision for allowance during the year		(111,183	)		(166,396	)		(155,242	)
Write-offs during the year		32,501			173,743			161,008

Balance at end of the year		(124,891	)		(117,544	)		(111,778	)

Other receivables and prepayments, net

12 Months Ended

Dec. 31, 2019

Other receivables and prepayments, net

Other receivables and prepayments, net

6.	Other receivables and prepayments, net

Components of other receivables and prepayments are as follows:


	As of December 31,
	2018			2019
	RMB			RMB
Deposits (Note a)		436,402			324,018
VAT and EIT recoverable		770,949			1,567,589
Interest receivable		100,402			22,578
Advances to suppliers related to financing activities (Note b)		1,269,898			37,442
Prepayment to suppliers related to procurement activities		707,233			593,117
Prepaid expense		119,436			62,160
Others		230,024			324,877

Subtotal		3,634,344			2,931,781

Less: allowance for doubtful accounts		(39,608	)		(33,888	)

Total		3,594,736			2,897,893

Note:

(a)

Deposits consist of amounts paid to vendors for advertising and rentals.

(b)

The Group provides financing to some of its suppliers by advancing them cash, and holds portions of accounts payables the Group owed to them as pledges with interest bearing from 8% to 18%.

The movement of allowance for doubtful debts during the years are as follow:


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Allowance for doubtful accounts:
Balance at beginning of the year		(23,418	)		(43,097	)		(39,608	)
Provision for allowance during the year		(19,679	)		(5,220	)		(10,456	)
Write-offs during the year		—			8,709			16,176

Balance at end of the year		(43,097	)		(39,608	)		(33,888	)

Short-term investments

12 Months Ended

Dec. 31, 2019

Short-term investments

Short-term investments

7.	Short-term investments

As of December 31, 2018 and 2019, the Group’s short

term investments consist

time

deposits and financial products offered by commercial banks in the PRC amounted

RMB2,321,244 and RMB3,052,726, respectively, which matures within one year and are classified as current assets. The amount of

interest income recognized but not yet pai

as of December 31, 2018 and 2019 was RMB48,604

and RMB11,621, respectively.

Property and equipment, net

12 Months Ended

Dec. 31, 2019

Property and equipment, net

Property and equipment, net

8.	Property and equipment, net


	As of December 31,
	2018			2019
	RMB			RMB
Cost:
Buildings		4,113,753			6,689,846
Furniture, fixtures and equipment		2,709,502			3,137,031
Leasehold improvements		407,330			840,895
Motor vehicles		422,902			382,218
Software		60,858			69,898
Construction in process		3,179,701			3,712,357

Sub-total		10,894,046			14,832,245
Less: A ccumulated depreciation		(2,362,563	)		(3,092,864	)
Less: A ccumulated impairment		—			(482,571	)

Property and equipment, net		8,531,483			11,256,810


	Year ended December 31,
	2017		2018		2019
	RMB		RMB		RMB
Depreciation expenses were charged to:
Fulfillment expenses		329,945		402,942		456,678
Marketing expenses		305		380		23,179
Technology and content expenses		312,506		282,020		232,944
General and administrative expenses		78,084		84,948		117,567

Total		720,840		770,290		830,368

During the year ended December 31, 2019, due to declining utilization on two of the Group’s transit warehouses, it has decided to rent out these warehouses. Due to this change, the Group has identified an impairment indicator for its transit warehouses due to their declining utilization rate and recognized impairment loss of RMB482.6 million. The impairment loss is recorded in general and administrative expenses on the consolidated statements of income and comprehensive income. The amount of impairment is determined by its fair value as estimated using discounted expected future cash flows less the carrying amount. The Group views the transit warehouse together with their land use right as an asset group and the land use right was impaired, accordingly.

Land use rights, net

12 Months Ended

Dec. 31, 2019

Land use rights, net

Land use rights, net

9.	Land use rights, net


	As of December 31,
	2018			2019
	RMB			RMB
Land use right		4,053,855			5,868,774
Less: accumulated amortization		(168,277	)		(272,658	)
Less: impairment		—			(55,008	)

Land use rights, net		3,885,578			5,541,108

The expiry dates of the land use rights range from the years 2064 to 2068.

Amortization expenses charged were RMB55,545, RMB71,601 and RMB104,381 for the years ended December 31, 2017, 2018 and 2019, respectively. The Group expects to record amortization expense of RMB124,095 for each of the year ending December 31, 2020, 2021, 2022, 2023 and 2024.

An impairment loss of RMB55 million was recorded in general and administrative expenses on the consolidated statements of income and comprehensive income for the year ended December 31, 2019

Intangible assets, net

12 Months Ended

Dec. 31, 2019

Intangible assets, net

Intangible assets, net

10.	Intangible assets, net


	As of December 31, 2018										As of December 31, 2019
	Cost		Accumulated amortization (Note a)			Impairment			Net amount		Cost		Accumulated amortization (Note a)			Impairment			Net amount
	RMB		RMB			RMB			RMB		RMB		RMB			RMB			RMB
Domain names		15,040		(15,040	)		—			—		14,396		(14,396	)		—			—
Customer Relationships		313,303		(299,317	)		—			13,986		313,303		(313,303	)		—			—
Trademarks		888,538		(885,674	)		—			2,864		888,480		(886,948	)		—			1,532
Non-compete agreement		70,127		(70,127	)		—			—		70,127		(70,127	)		—			—
Payment license (Note b)		319,660		—			—			319,660		319,660		—			—			319,660
Others		44,823		(11,318	)		(16,907	)		16,598		41,479		(8,454	)		(16,907	)		16,118

Total		1,651,491		(1,281,476	)		(16,907	)		353,108		1,647,445		(1,293,228	)		(16,907	)		337,310

Note:

(a)

Amortization expenses for intangible assets were RMB340,816, RMB47,842 and RMB15,757 for the years ended December 31, 2017, 2018 and 2019, respectively. The Group expects to record amortization expenses of RMB1,162, RMB274, RMB95, RMB1 and nil for the years ending

December 31, 2020, 2021, 2022, 2023 and 2024, respectively.

(b)

Payment license enables the Group to provide payment services and qualifies as a paying institution, has a legal life of 5 years. The Group renewed the license during the year ended December 31, 2017 and the expiry date will be June 2022. The Group believes it would be able to renew the payment license at minimal cost continuously and has the ability to do so. As a result, the payment license is considered by the Group as having an indefinite life because it is expected to contribute to net cash inflow indefinitely.

Investment in equity method investees

12 Months Ended

Dec. 31, 2019

Investment in equity method investees

Investment in equity method investees

11.	Investment in equity method investees

Investment in equity method investees consist of investments in affiliated companies, over which the Group has significant influence but not control, partnerships that the Group has more than a minor influence and joint ventures. The Group generally considers an ownership interest of 20% or higher to represent significant influence.

Investments in equity method investments as of December 31, 2018 and 2019 were as follows:


	As of December 31,
	2018		2019
	RMB		RMB
Kunshan Baowei Information Technology Limited (“Kunshan Baowei”) (i)		271,959		294,527
Shenzhen Tencent Puhe Limited Partnership (“Tencent Puhe”) (ii)		293,481		251,915
Sequoia Fashion and Technology Industry Fund Investment Limited Partnership (“Sequoia Fashion and Technology”) (iii)		—		96,712
Shanjing business management (Ningbo) Co., Ltd (“Ningbo Shanjin”) (iv)		—		829,410
Shanxi Tianmei Shan Shan Outlets Shopping Mall Co., Ltd (“Shanxi Shan Shan”) (iv)		—		510,223
Zhengzhou Shan Shan Outlets Shopping Mall Co., Ltd (“Zhengzhou Shan Shan”) (iv)		—		470,934
Harbin Shan Shan Chunxiaqiudong Properties Co., Ltd (“Harbin Shan Shan”) (iv)		—		440,821
Gansu Shan Shan Outlets Shopping Mall Co., Ltd (“Gansu Shan Shan”) (iv)		—		123,758
Others		101,987		94,652

Total		667,427		3,112,952

The Group’s principal equity method investments and its ownership interest (direct and indirect) for each at December 31, 2018 and 2019 are as follows:

(i)

In November 2018, the Group entered into an agreement with another PRC company, to set up a joint venture, Kunshan Baowei, which is incorporated in PRC and engages in sports accessories trading. The Group was entitled to 45% equity interest, for a total consideration of RMB272 million pursuant to the agreement.

(ii)

In May 2018, the Group acquired 14% limited partnership interest in Tencent Puhe, which is a PRC limited partnership company, for a total consideration of RMB362.5 million.

(iii)

In October 2019, the Group acquired 17% limited partnership interest in Sequoia Fashion and Technology, which is a PRC limited partnership industry fund. As of December 31, 2019, the Group’s total contribution amounted to RMB110 million and there is a remaining investment commitment of RMB1,890 million.

(iv)

In July 2019

, the Group acquired equity interests of 54

%, 60

%, 51

% ,60

% and 41

%, respectively in Ningbo Shanjin, Shanxi Shan Shan, Zhengzhou Shan Shan, Harbin Shan Shan and Gansu Shan Shan as part of the Shan Shan Outlets acquisitions. These entities are established in the PRC and engaged in outlets operating business.

During the years ended December 31, 2017, 2018 and 2019, the Group recognized its share of (loss)

income i

its

equity

method investees in the amount of RMB(22,280), RMB(46,999) and RMB27,182, respectively

No impairment of equity

method investees has been recorded during these periods.

Other investments

12 Months Ended

Dec. 31, 2019

Other investments

Other investments

12.	Other investments

Other investments consist of equity investments with readily determinable fair value, equity investments without readily determinable fair value and

available-for-sale

debt securities. The carrying amounts and fair values of the Group’s other investments are as follows:


	As of December 31, 2018
	Original cost		Unrealized gains		Accumulated impairment			Translation difference		Balance as of year end
	RMB		RMB		RMB			RMB		RMB
Equity investments with readily determinable fair value (Note a)		149,406		105,235		(48,634	)		11,029		217,036
Available-for-sale debt securities (Note b)		160,314		—		(35,073	)		5,117		130,358
Equity investments without readily determinable fair value s (Note c)		1,231,238		68,163		(225,206	)		48,962		1,123,157

Total		1,540,958		173,398		(308,913	)		65,108		1,470,551


	As of December 31, 2019
	Original cost		Unrealized gains		Accumulated impairment			Translation difference		Balance as of year end
	RMB		RMB		RMB			RMB		RMB
Equity investments with readily determinable fair value (Note a)		268,910		270,966		(48,634	)		15,060		506,302
Available-for-sale debt securities (Note b)		112,314		—		(118,689	)		6,375		—
Equity investments without readily determinable fair value s (Note c)		1,643,635		68,163		(269,179	)		53,835		1,496,454

Total		2,024,859		339,129		(436,502	)		75,270		2,002,756

Note:

(a)

Equity investments with readily determinable fair value

Gain on disposal of the investment was recorded to net income at the amount of RMB55,615, nil and RMB190 during the year

ended December 31, 2017, 2018 and 2019, respectively. No impairment loss

was recorded

for the year

ended December 31, 2017, 2018 and 2019.

The Group recorded unrealized (loss) gain of RMB(442), RMB105,235 and RMB165,731 according to the changes of the fair values of these investments during the year

ended December 31, 2017, 2018 and 2019, respectively.

(b)

Available-for-sale

debt securities

On March 25, 2019, one of the investee Zhejiang Merit Interactive Network Technology Co., Ltd. was listed on the Shenzhen Stock Exchange Growth Enterprises Market Board and its preferred shares outstanding were converted to ordinary shares upon the completion of the listing. Accordingly, the Group’s investment in the amount of RMB48,000 was reclassified from available-for-sale securities to equity investments with readily determinable fair values upon this listing.

For other available-for-sale debt securities, the Group recorded impairment of RMB15,000, RMB20,073 and RMB83,616 during

the

year

ended December 31, 2017, 2018 and 2019, respectively.

(c)

Equity investments without readily determinable fair values

The principal additions during the year

ended December 31, 2018 and 2019 are as follow:

In March 2018, the Group entered into an agreement and committed to invest up to US$250 million

(

approximately RMB1,740 million

)

into a private equity fund. During the year ended December 31, 2019, the Group further invested US$58.4

million

(

approximately RMB407 million

)

to the fund. As of December 31, 2018 and 2019, the Group’s total contribution to the fund amounted to RMB126.1 million and RMB535.4 million respectively.

In June 2018, the Group invested in Guofu Life Insurance Co., Ltd for consideration of RMB240.0 million, which mainly engaged in domestic insurance services.

In June 2018, the Group invested RMB144.4 million in a private company, which mainly engaged in global high-quality food sales via mobile apps.

During the year ended December 31, 2018, the Group recorded RMB68,163 unrealized gain for one of its unlisted equity investments based on observable price changes in orderly transaction for a similar investment. The Group recorded impairment loss of RMB118,026, nil and RMB43,973 for year

ended December 31, 2017, 2018 and 2019 respectively for the other equity investments without readily determinable fair values.

Other long-term assets, net

12 Months Ended

Dec. 31, 2019

Other long-term assets

Other long-term assets

13.	Other long-term assets , net


	As of December 31,
	2018			2019
	RMB			RMB
Deposit for land use rights		105,840			4,040
Long - term trade receivables (Note a)		221,000			130,429
Long - term loan receivables (Note b)		5,586			415,092
Loan to staff		67,810			71,052

Subtotal		400,236			620,613

Less: allowance for doubtful accounts		(3,789	)		(12,540	)

Total		396,447			608,073

Note:

(

)

The Group provides consumer financing to certain customers as part of the Group’s internet financing business with instalment payment

terms of

up to 24 months.

The Group records the consumer financing receivables which are expected to be settled more than one year from the balance sheet date as long

term trade receivables.

(b)

The Group provides interest bearing loans of RMB380 million

certain

non-controlling interest

holders during 2019, which were guaranteed and pledged by their respective shareholding interests with estimated fair values exceeding the carrying amount of the loans. These loans bears interest ranges from 6% to 10% per annum and maturity from May 21, 2021 to December 11, 2021.

Accrued expenses and other current liabilities

12 Months Ended

Dec. 31, 2019

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities


1 4 .	Accrued expenses and other current liabilities


	As of December 31,
	2018		2019
	RMB		RMB
Accrued advertising expense		821,059		1,011,400
Accrued shipping and handling expenses		418,187		925,864
Accrued payroll and social benefits		1,027,288		896,365
Deposits from delivery service providers		379,403		475,497
Income tax payables		269,580		652,624
Other tax payables (Note a)		948,754		690,338
Accrued rental expenses		73,614		73,861
Accrued administrative expenses		440,784		384,427
Amounts received on behalf of third-party merchants (Note b)		741,109		946,100
Refund liability (Note c)		190,383		225,274
Others		202,444		252,825

Total		5,512,605		6,534,575

Note:

(a)

Amounts represent VAT and related surcharges, PRC individual income tax of employees withheld by the Group, tariffs, import VAT and consumption tax pursuant to the Circular on Tax Policy for Cross-border

E-commerce

Retail Imports.

(b)

Amounts represent the cash collected on behalf of third-party merchants which the Group provides platform access for sales of their products.

(c)

The Group offers online customers with an unconditional right of return for a period of 7 days upon receipt of products on sales from its platforms. The Group reduces product revenues and cost of revenues by an estimate of expected customer merchandise returns, which is calculated based on historical return patterns, and recorded as returned liability included in accrued expenses and other current liabilities. Refund liability is measured at the amount of consideration received for which the Group does not expect to be entitled.

Employee retirement benefit

12 Months Ended

Dec. 31, 2019

Employee retirement benefit

Employee retirement benefit

Full time employees in the PRC participate in a

government-mandated

defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees.

The

PRC labor regulations require the Group to make contributions based on certain percentages of the employees’ basic salaries. Other than the contribution, there is no further obligation under these plans. The total contributions and accruals made for such employee benefits were RMB808,925, RMB928,826 and RMB558,775 for the years ended December 31, 2017, 2018 and 2019, respectively.

Short-term loans

12 Months Ended

Dec. 31, 2019

Short-term loans

Short-term loans

Short

term loans

Components of the outstanding short

term loans are as follows:


	As of December 31,
	2018		2019
	RMB		RMB
RMB denominated		1,000,000		627,608
U.S. dollar denominated		343,160		466,037

Total		1,343,160		1,093,645

For the year ended December 31, 2018:

(a)

During the year ended December 31, 2018, RMB1.0 billion was drawn down under the credit facility agreement with China Merchants Bank signed in 2017, of which (i) RMB200.0 million was uncollateralized short

term loan with a fixed interest rate based on 6-month to 12-month People’s Bank of China’s Deposit Benchmarking minus 9.89% per annum; (ii) separate loan agreements of RMB200.0 million, RMB200.0 million and RMB400.0 million during the year ended December 31, 2018, with fixed interest rates of 4.35%, 4.29% and 3.96% per annum, respectively. These three loans were secured by the Group’s accounts receivable in the amount of RMB200.0 million, RMB200.0 million and RMB400.0 million, respectively. The outstanding

borrowing

was RMB1.0 billion as of December 31, 2018 and was repaid during the first quarter of 2019.

(b)

During the year ended December 31, 2018, the Group entered into a US$ denominated short

term loan agreement with China Merchants Bank for a loan of US$50,000 (approximately RMB343,160). The loan was pledged by the Group’s short

term investments amounted to US$200,000 (approximately RMB1.4 billion) and was guaranteed by the Company. The borrowing carries floating interest rate based on

6-month

London Inter-Bank Offered Rate plus 0.45% per annum. The loan was outstanding as of December 31, 2018 and fully repaid in January 2019.

(c)

In addition, during the year ended December 31, 2018, the Group also entered into RMB denominated short-term bank facility agreements with certain PRC banks with a facility limit of up to RMB250.0 million. The facility was not utilized as of December 31, 2018 and

expired

as of December 31, 2019.

For the year ended December 31, 2019:

(a)

During the year ended December 31, 2019, the Group entered into a RMB denominated revolving credit facility agreement with the Bank of Communications for up to RMB1.0 billion. The facility was drawn down twice in the amounts of RMB27.6 million and RMB100 million, with a fixed interest rate of 2.98% and 2.8% per annum, respectively.

(b)

During the year ended December 31, 2019, the Group entered into a revolving credit facility agreement with the China Merchants Bank for up to RMB1.0 billion, which included a USD denominated facility of US$80 million (approximately RMB556.9 million)

and a RMB denominated facility of RMB443.1 million

. The USD denominated facility was drawn down in the amount of US$20 million (approximately RMB139.4 million), with a fixed interest rate based on 12-month London Inter-Bank Offered Rate plus 0.55%, through an offshore financing agreement with a domestic guarantee; the residual RMB denominated facility was drawn down twice in the amounts of RMB160 million and RMB340 million, with a fixed interest rate of 3.92% and 4.05% per annum, respectively,

guaranteed

by the Group’s receivables

from its subsidiary

(c)

During the year ended December 31, 2019, the Group entered into a USD denominated revolving facility agreement with the

Standard

Chartered Bank for up to US$45 million (approximately RMB313.9 million), in which US$36.8 million (approximately RMB256.8 million) was drawn down and outstanding as of December 31, 2019. The borrowing carries floating interest rate based on the 12-month London Inter-Bank Offered Rate plus 0.85% per annum.

(d)

During the year ended December 31, 2019, the Group entered into a USD denominated revolving credit facility agreement with Industrial Bank for up to US$80 million (approximately RMB558.1 million), in which US$10 million (approximately RMB69.8 million) was drawn down and outstanding as of December 31, 2019. The borrowing carries fixed interest rate of 2.94% per annum.

(e)

As of December 31, 2019, the Group also had other unutilized credit facilities of RMB468.3 million and RMB77.1 million, authorized by Everbright Bank of China and Bank of China, respectively.

The weighted average interest rates for the outstanding short

term loans during the year

ended December 31, 2018 and 2019 were approximately 3.99% and 3.41%, respectively.

There is no financial covenant in respect of the Group’s short

term loans as of December 31, 2018 and 2019.

Long-term loan

12 Months Ended

Dec. 31, 2019

Long-term loan

Long-term loan

Long

term loan

During the year ended December 31, 2019, the Group entered into a long

term borrowing agreement with the China Merchants Bank, for up to RMB1.6 billion for the construction of the Group’s headquarter building, with a floating interest rate determined based on the 5-year Loan Prime Rate minus 0.44%. The loan was pledged by the Group’s two land use rights located at Pazhou Guangzhou, which amounted to RMB1.6 billion as of December 31, 2019. In November 2019, the Group drew down RMB64.5 million which was outstanding as of December 31, 2019.

The covenant specifies the consolidated debt

asset ratio of the Group should not exceed 65%, otherwise the bank has the right to recover the outstanding principal and interests of the loan immediately regardless of the remaining term of the contract. The Group is in compliance of this covenant as of December 31, 2019.

Securitization debt

12 Months Ended

Dec. 31, 2019

Securitization debt

Securitization debt

Securitiz

ation

debt

The Group securitizes accounts receivable arising from the consumer financing businesses.

During the year ended December 31, 2018, the Group completed the third offering of ABS on the Shanghai Stock Exchange at an aggregate amount of RMB500.0 million, of which 100% of the subordinated securities of RMB25.0 million was held by the Group. The outstanding balance of ABS was RMB475.0 million as of December 31, 2018 and was fully repaid during the year ended December 31, 2019.

During the year ended December 31, 2018, the Group completed an offering of asset-backed notes (“ABN”) on the Shanghai Clearing House. The

ggregate amount issued was RMB520.0 million and 100% of the subordinated securities of RMB26.0 million was held by the Group.

The outstanding balance of ABN was RMB494.0 million as of December 31, 2018 and was fully repaid during the year ended December 31, 2019.

Convertible senior notes

12 Months Ended

Dec. 31, 2019

Convertible senior notes

Convertible senior notes

19 .	Convertible senior notes

On March 17, 2014, the Group issued US$632,500 (approximately RMB4,391,448) in aggregate principal amount of 1.5% Convertible Senior Notes due 2019 (the “Notes”). The Notes can be converted into the Company’s ADSs, each representing 1/5 Class A ordinary share of the Company, par value 0.001 per share (the “ordinary shares”), at the option of the holders, based on an initial conversion rate of 49.693 of the Company’s American depositary shares (“ADSs”) (4.9693 ADSs before the ADS ratio change effective November 3, 2014) per US$1,000 principal amount of Notes (US$20.124 per ADS, or $201.24 per ADSs before the ADS ratio change). Holders of the Notes have the right to require the Group to repurchase for cash all or part of their Notes on March 15, 2017 or upon the occurrence of certain fundamental changes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

The Notes bear interest at a rate of 1.5% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2014.

The net proceeds from the Notes offering were US$617,191 (approximately RMB4,285,157), after deducting discounts to the initial purchaser of US$14,231 (approximately RMB98,806) and debt issuance costs of US$1,078 (approximately RMB7,485). Debt issuance costs and debt discounts are recorded as a direct deduction from the face amount of Convertible Senior Notes, and amortized as interest expenses, using the effective interest method, from issuance date to the first put date of the Notes (March 15, 2017).

On March 15, 2017, part of the Notes holders exercised their option to redeem the Notes, the total redemption amount was US$3,125 (approximately RMB21,697). The Group repaid all the outstanding principal at US$629,375 (approximately RMB4,220,841) and interests at US$4,720 (approximately RMB31,685) on March 15, 2019.

Leases

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Leases

Lease

From the Perspective of Lessee

The Group leases office space, offline stores, and certain equipment under operating leases for terms ranging from short

term (under 12 months) to 15 years. The Group does not have options to extend or terminate leases, as the renewals or terminations of these leases are on negotiation basis. None of these leases contain material residual value guarantees or material restrictive covenants, and the Group does not have any financing leases.

Supplemental balance sheet information related to the leases

re as follows:


	As of December 31, 2019
	RMB
ROU assets		1,715,556
Operating lease liabilities—current		333,268
Operating lease liabilities—non - current		1,395,665
Weighted-average remaining lease term		4.71
Weight-average discount rate		4.86	%

The components of lease costs of these operating leases for the year ended December 31, 2019 are as follow:


	Year Ended December 31, 2019
	RMB
Operating lease cost for fixed payments		388,976
Short - term lease cost s		327,972
Variable lease cost s		29,286

Total l ease cost s		746,234

The following table provides supplemental cash flow information related to leases:


	Year Ended December 31, 2019
	RMB
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases		370,606
Supplemental noncash information:
Right-of-use assets obtained		2,071,948
Decrease of right-of-use assets for early terminations		(36,142	)

The following table provides the maturities of lease liabilities at December 31, 2019:


	Operating leases
Maturities of lease l iabilities at December 31, 2019
2020		420,840
2021		424,996
2022		411,335
2023		363,190
2024		266,492
2025 and thereafter		150,409

Total future undiscounted lease payments		2,037,262
Less : imputed interest		308,329

Total present value of lease liabilities		1,728,933

Distribution of profit

12 Months Ended

Dec. 31, 2019

Distribution of profit

Distribution of profit

Pursuant to the laws applicable to entities incorporated in the PRC, the PRC subsidiaries are prohibited from distributing their statutory capital and are required to appropriate from profit after tax under accounting principles generally accepted in the PRC to other

non-distributable

reserve funds after offsetting accumulated losses from prior years, until the cumulative amount of such reserve fund reaches 50% of their registered capital. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires annual appropriation at 10% of after tax profit (as determined under accounting principles generally accepted in the PRC at each

year-end);

the appropriation to the other fund are at the discretion of the subsidiaries.

The general reserve is used to offset future extraordinary losses. A subsidiary may, upon a resolution passed by the shareholders, convert the general reserve into capital. The staff welfare and bonus reserve is used for the collective welfare of the employees of the subsidiary. The enterprise expansion reserve is for the expansion of the subsidiary’s operations and can be converted to capital subject to approval by the relevant authorities. These reserves represent appropriations of the retained earnings determined in accordance with Chinese law, and are not distributable as cash dividends to the Group.

Relevant PRC statutory laws and regulations permit payment of dividends by the Company’s PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The Company’s PRC subsidiaries transferred RMB95,617, RMB121,069 and RMB184,182 to the general reserve during the years ended December 31, 2017, 2018 and 2019, respectively.

The balance of restricted net assets was RMB

7,265,250

as of December 31, 2019.

Capital structure

12 Months Ended

Dec. 31, 2019

Capital structure

Capital structure

Dual-class share structure

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, with each Class A ordinary share being entitled to one vote and each Class B ordinary share being entitled to ten votes on all matters that are subject to shareholder vote. Both Class A ordinary shares and Class B ordinary shares are entitled to the same dividend right. The holders of the Group’s ordinary shares are entitled to such dividends as may be declared by the board of directors subject to the Companies Law. The computation of net earnings per Class A ordinary shares and Class B ordinary shares have been adjusted retroactively for all periods presented to reflect this change. As of December 31, 2018 and 2019, all Class B ordinary shares were held by the Chairman of the Company.

ADS ratio change

Effective November 3, 2014, the Group changed its ADS to Class A ordinary share ratio from one ADS representing two Class A ordinary shares to five ADSs representing one Class A ordinary share. The computation of net earnings per ADS have been adjusted retroactively for all periods presented to reflect this change.

Issuance of ordinary shares

In December 2017, the Group issued 9,229,437 and 3,955,473 Class A ordinary shares to Tencent Holdings Limited (“Tencent”) and JD.com, Inc. (“JD.com”), in the amount of approximately US$603,605 (approximately RMB3,927,236) and US$258,688 (approximately RMB1,683,101), respectively.

Exercise of share options

During the year ended December 31, 2017, 454,708 Class A ordinary shares were

re-issued

from treasury shares as a result of exercise of share options by employees. During the years ended December 31, 2018 and 2019, 356,736 and 85,706 Class A ordinary shares were issued respectively, as a result of exercise of share options by employees.

Vesting of shares awards

During the years ended December 31, 2017, 2018 and 2019, 23,413, 1,322,560 and 1,102,773 Class A ordinary shares were issued respectively as a result of vesting of shares awards granted to employees and consultants.

Non-controlling interests

12 Months Ended

Dec. 31, 2019

Non-controlling interests

Non-controlling interests

23.	Non-controlling interests


	Non-controlling interests
	RMB
Balance as of December 31, 2016		49,624

Net loss attributable to non-controlling interests		(57,222	)
Acquisition of additional equity interests in subsidiaries		(36,345	)
Balance as of December 31, 2017		(43,943	)
Net income attributable to non-controlling interests		4,685
Acquisition of additional equity interests in subsidiaries		(12,764	)
Capital contribution from non-controlling interests shareholders		1,000

Balance as of December 31, 2018		(51,022	)
Net loss attributable to non-controlling interests		(30,399	)
Acquisition of additional equity interests in subsidiaries (i)		(16,400	)
Dilution in non-controlling interests due to the Group’s contribution to its subsidiary (ii)		97,875
Capital contribution from non-controlling interests shareholders (iii)		107,950
Non-controlling interests arising from the acquisition of Shan Shan Outlets (iv)		314,537

Balance as of December 31, 2019		422,541

(i)

During the year ended December 31, 2019, the Group purchased additional equity interests of RMB16,400 of certain subsidiaries mainly providing logistics services.

(ii)

During the year ended December 31, 2019, the Group converted a loan receivable of RMB441,000 it has with one of its non-wholly owned subsidiary into 19.2% of equity interest. The dilution impact of this equity transaction of non-controlling interests is RMB97,875. After the conversion, the Group holds 99.7% equity interest of the subsidiary.

(iii)

During the year ended December 31, 2019, the Group received capital contribution of RMB107,950 from certain non-controlling interests holders. After the contribution, the Group holds 51%, 80%, 60% and 70% equity interests in Qingdao West Coast Bonded Logistics Center Supply Chain Management Co., Ltd, Xinjiang Shan Shan Outlets Shopping Mall Co., Ltd, Hengyang Shan Shan Outlets Shopping Mall Co., Ltd and Shenyang Shan Shan Outlets Shopping Mall Co., Ltd, respectively.

(iv)

As part of the acquisition of Shan Shan Outlets disclosed in Note 3, the Group acquired 70%, 75%, 80%, 60%, 70%, 90% and 75% equity interests in 7 subsidiaries, with non-controlling interests of RMB159,373, RMB81,784, RMB29,257, RMB21,860, RMB300, RMB17,455 and RMB4,508, respectively.

The schedule below discloses the effect of changes in the Company’s ownership interests in subsidiaries on the Company’s equity:


	Year ended December 31,
	2017		2018			2019
	RMB		RMB			RMB
Net income attributable to Vipshop Holdings Limited’s shareholders		1,949,655		2,128,787			4,016,832

Transfers from (to) the non-controlling interests:
Increase (decrease) in the Company’s additional paid-in capital in relation to the acquisitions of additional equity interests in subsidiaries		9,914		(5,935	)		(10,497	)
Decrease in the Company’s additional paid-in capital in relation to contribution to its subsidiary		—		—			(97,875	)

Net transfers from (to) non-controlling interests		9,914		(5,935	)		(108,372	)

Changes from net income attributable to Vipshop Holdings Limited’s shareholders and transfers from (to) non-controlling interests		1,959,569		2,122,852			3,908,460

Other operating income

12 Months Ended

Dec. 31, 2019

Other operating income.

Other operating income

Other operating income consists of government grants and other miscellaneous income.

Grants related to depreciable assets are recognized in profit or loss over the periods in which depreciation expense on those assets is recognized, corresponding to the useful lives of the assets.

Other operating income is comprised of:


	Year ended December 31,
	2017		2018		2019
	RMB		RMB		RMB
Government grants		347,817		553,153		427,832
Claims income		68,993		101,778		96,388
Others		114,245		102,131		121,193

Total other operating income		531,055		757,062		645,413

Income taxes

12 Months Ended

Dec. 31, 2019

Income taxes

Income taxes

25.	Income taxes

Cayman Islands

Under the current laws of the Cayman Islands, the Company is not subject to tax on its income or capital gains. In addition, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.

Hong Kong

The Group’s subsidiaries operating in Hong Kong are subject to a two-tiered income tax rate for taxable income earned in Hong Kong effectively since April 1, 2018. The first 2 million Hong Kong dollars of

profits earned by a company are subject to be taxed at an income tax rate of 8.25%, while the remaining profits will continue to be taxed at the existing tax rate, 16.5%.

The People’s Republic of China

Under the Law of the People’s Republic of China on Enterprise Income Tax (“EIT Law”), domestically owned enterprises and foreign invested enterprises (the “FIEs”) are subject to a uniform tax rate of 25%. While the EIT Law equalizes the tax rates for FIEs and

domestically-owned

enterprises, preferential tax treatment may continue to be given to companies in certain encouraged sectors and to entities classified as high and new technology companies, regardless of whether these are

domestically-owned

enterprises or FIEs.

In accordance with No. 23 of the State Administration of Taxation Announcement No. 2018: the Administrative Measures on Corporate Income Tax Preferential Policies (Revision 2018), the enterprise shall voluntarily assess and apply the relevant preferential tax rate according to the de facto operating situation and relevant tax regulations, the relevant supporting documents of which shall be retained for any examination by the tax authorities.

The Group’s subsidiaries and the variable interest entities in the PRC are all subject to the tax rate of 25% for the periods presented except for some subsidiaries that were entitled to the following preferential tax treatment, based on the Group’s assessment and relevant tax regulations:

During the years ended December 31, 2018 and 2019, Pinwei Software has applied for

and was classified as “State Planning Key Software Enterprise” by the local tax authority and is entitled to a preferential tax rate of 10% pursuant to Circular Caishui (2012) 27 starting from the beginning of 2018.

Vipshop Jianyang and Vipshop Chongqing have been recognized as “encouraged enterprises in an industry sector encouraged by the PRC government” in the Western Region, and are entitled to a preferential tax rate of 15% for the years ended December 31, 2018 and 2019.

Vipshop Zhuhai is entitled to a preferential tax rate of 15% as it is located in an economy development zone in the PRC, and its primary business falls into the scopes of the encouraged industries stipulated in the related policies.

The term “encouraged enterprise in an industry sector encouraged by the PRC government” as used herein refers to an enterprise incorporated in certain region with primary business falling into the scopes of the encouraged industries stipulated in the existing related policies, including Catalogue of Encouraged Industries in the Western Region, Industrial Restructuring Guidance Catalogue (2011, revised in 2013), Catalogue for the Guidance of Foreign Investment Industries (Revised in 2017), Catalogue of Foreign-invested Advantage Industries in Central-Western Region (Revised in 2017), Circular of the Ministry of Finance and the State Administration of Taxation on the Preferential Enterprise Income Tax Policies and Catalogue for Hengqin New Area of Guangdong Province, Pingtan Comprehensive Experimental Area of Fujian Province and Qianhai

Shenzhen-Hong

Kong Modern Service Industry Cooperation Zone of Shenzhen City.

The Group evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2018 and 2019, the Group had no unrecognized tax benefits. The Group does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. The Group will classify interest and penalties related to income tax matters, if any, in income tax expense.

According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of income taxes is due to computational errors made by the taxpayer. The statute of limitations will be extended to five years under special circumstances, which are not clearly defined, but an underpayment of income tax liability exceeding RMB100 (US$14) is specifically listed as a special circumstance. In the case of a transfer pricing related adjustment, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion, refusal to pay tax and tax fraud.

Income (loss) by tax jurisdictions:


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Income from China operations		3,320,283			3,770,270			5,161,228
Loss from non-China operations		(779,430	)		(1,023,195	)		(218,423	)

Total income before tax and share of loss of equity - method investees		2,540,853			2,747,075			4,942,805


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Income tax expenses applicable to China and Hong Kong operations
Current tax (Note)		780,013			682,309			974,207
Deferred tax		(153,873	)		(115,705	)		9,347

Total tax expenses		626,140			566,604			983,554

Note:

All current tax was related to income tax in PRC and Hong Kong.

Under the EIT Law, enterprises are classified as either resident or

non-resident.

A resident enterprise refers to one that is incorporated under the PRC law or under the law of a jurisdiction outside the PRC with its “de facto management organization” located within the PRC.

Non-residential

enterprise refers to one that is incorporated under the law of a jurisdiction outside the PRC with its “de facto management organization” located also outside the PRC, but which has either set up institutions or establishments in the PRC or has income originating from the PRC without setting up any institution or establishments in the PRC.

Under the current EIT Implementation Regulations, “de facto management organization” is defined as the organization of an enterprise through which substantial and comprehensive management and control over the business, operations, personnel, accounting and properties of the enterprise are exercised. Under the Enterprises Income Tax Law of the People’s Republic of China which was promulgated on March 16, 2007 and took effect as of January 1, 2008 (the “New Tax Law”) and the New EIT Implementation Regulations, a resident enterprise’s global net income will be subject to a 25% enterprise income tax rate. Uncertainties exist with respect to how the New Tax Law and New EIT Implementation Regulations apply to the Group’s overall operations, and more specifically, with regard to tax residency status. On April 22, 2009, the State Administration of Taxation, or the SAT, issued SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a

PRC-controlled

enterprise that is incorporated offshore is located in China. In addition, the SAT issued a bulletin on July 27, 2011 providing more

guidance on the implementation of Circular 82 and clarifies matters such as resident status determination. Due to the present uncertainties resulting from the limited PRC tax guidance on this issue, it is unclear that the legal entities organized outside of PRC should be treated as residents for New Tax Law purposes. Nevertheless, even if one or more of its legal entities organized outside of the PRC were characterized as PRC tax residents, most of them are still in accumulated loss position and no significant impact would be expected on the net current tax payable balance and the net deferred tax balance.

If the entity were to be

non-resident

for PRC tax purpose, dividends paid to it out of profits earned after January 1, 2008 would be subject to a withholding tax. In the case of dividends paid by PRC subsidiaries the withholding tax would be 10% and in the case of a subsidiary 25% or more directly owned by residents which meet the criteria of beneficial owner in the Hong Kong Special Administrative Region (“Hong Kong SAR”), the withholding tax would be 5%.

Aggregate undistributed earnings of the Group’s subsidiaries and the VIEs in the PRC that are available for distribution to the Group of approximately RMB12,288.5 million and RMB14,840.7 million as of December 31, 2018 and 2019 respectively are considered to be indefinitely reinvested under ASC

740-30,

Accounting for Income Taxes—Special Areas

, and accordingly, no provision has been made for the Chinese dividend withholding taxes that would be payable upon the distribution of those amounts to the Group. If those earnings were to be distributed or they were determined to be no longer permanently reinvested, the Group would have to record a deferred income tax liability in respect of those undistributed earnings of approximately RMB614.4 million and RMB742.0 million as of December 31, 2018 and 2019 respectively.

A reconciliation of the income tax expense to income before income tax expense and share of loss of equity

method investees computed by applying the PRC statutory income tax rate of 25% per the consolidated statements of income and comprehensive income is as follows:


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Income before income tax and share of loss of affiliates		2,540,853			2,747,075			4,942,805
Computed income tax expense at PRC EIT tax rate		635,213			686,769			1,235,701
Effect of non-deductible expenses, including:
-Share-based compensation expenses		166,774			167,803			163,033
-Other non-deductible expenses		67,911			65,497			36,838
Effect of different tax rates of subsidiaries operating in other jurisdiction		8,634			10,454			17,834
Effect of tax holidays on concessionary rates granted to PRC subsidiaries		(329,048	)		(397,437	)		(562,898	)
Effect of non-taxable income		(30,075	)		(58,053	)		(15,800	)
Change in valuation allowance		106,731			91,571			108,846

Income tax expenses		626,140			566,604			983,554

The aggregate amount and per share effect of the tax holidays and tax concessions are as follows:


	Year ended December 31,
	2017		2018		2019
	RMB		RMB		RMB
The aggregate effect		329,048		397,437		562,898
Per share effect:
Class A and Class B ordinary share:
—basic		2.80		3.00		4.22
—diluted		2.62		2.84		4.14

The principal components of deferred tax assets and liabilities are as follows:


	As of December 31,
	2018			2019
	RMB			RMB
Deferred tax assets:
Net operating loss carry forwards		356,293			322,464
Allowance for doubtful debts		44,621			46,691
Impairment of other investments		13,980			32,063
Inventory write-down		126,755			171,884
Payroll payable and other accruals		14,750			14,751
Deferred income		178,910			277,658
Impairment of property and equipment		—			117,837
Impairment of land use rights		—			13,752
Others		6,093			3,939
Less: valuation allowance		(352,632	)		(461,478	)

Total deferred tax assets-non - current		388,770			539,561


	As of December 31,
	2018		2019
	RMB		RMB
Deferred tax liability:
Intangible assets		4,960		—
Fair value adjustments of long-lived assets from business acquisition		—		89,217
Revaluation of other investments		—		36,385
Others		—		39,496

Total deferred tax liability-non-current		4,960		165,098

The amount of tax loss carried forward was RMB1,700,028 and RMB1,234,799 of December 31, 2018 and 2019, respectively, for the Group’s certain subsidiaries and VIEs.

The Group has provided a valuation allowance for the deferred tax assets relating to the future benefit of net operating loss carry forwards and other deferred tax assets of certain subsidiaries as of December 31, 2018 and 2019, respectively, as management is not able to conclude that the future realization of some of those net operating loss carry forwards and other deferred tax assets are more likely than not.

Earnings per share

12 Months Ended

Dec. 31, 2019

Earnings per share

Earnings per share

Basic net earnings per share is based on the weighted average number of ordinary shares outstanding during each period. Diluted net earnings per share is based on the weighted average number of ordinary shares outstanding and incremental weighted average number of ordinary shares from assumed vesting of

non-vested

shares and exercise of share options, and conversion of the convertible senior notes during each period.

As economic rights and obligations are applied equally to both Class A and Class B ordinary shares, earnings are allocated between the two classes of ordinary shares evenly with the same allocation on a per share basis.

As of December 31, 2017, 2018 and 2019, there are 846,952, 839,275 and 1,689,709 employee share options or

non-vested

ordinary shares, respectively, which could potentially dilute basic net earnings per share in the future, but which were excluded from the computation of diluted net earnings per share in the periods presented, as their effects would have been anti-dilutive.

Basic earnings per share and diluted earnings per share have been calculated for the years ended December

2017

2018

and

2019

as follows:


	Year ended December 31,
	2017		2018		2019
	Class A and Class B		Class A and Class B		Class A and Class B
	RMB		RMB		RMB
Basic earnings per share attributable to Vipshop Holdings Limited’s ordinary shareholders:

Numerator:
Earnings attributable to Class A and Class B ordinary shareholders for computing basic earnings per Class A and Class B ordinary share		1,949,655		2,128,787		4,016,832
Denominator:
Weighted average number of Class A and Class B ordinary shares outstanding for computing basic earnings per Class A and Class B ordinary share		117,554,229		132,266,157		133,524,129

Basic earnings per Class A and Class B ordinary shares		16.59		16.09		30.08

Diluted earnings per share for the years ended December 31, 2017, 2018 and 2019 are calculated as follows:


	Year ended December 31,
	2017		2018		2019
	Class A and Class B		Class A and Class B		Class A and Class B
	RMB		RMB		RMB
Diluted earnings per share:

Numerator:
Earnings attributable to Class A and Class B ordinary shareholders for computing basic earnings per Class A and Class B ordinary share		1,949,655		2,128,787		4,016,832
Interest expenses from Convertible Senior Notes		54,673		57,293		9,062
Net earnings attributable to Class A and Class B ordinary shareholders for computing diluted earnings per Class A and Class B ordinary share		2,004,328		2,186,080		4,025,894
Denominator:
Weighted average number of Class A and Class B ordinary shares outstanding for computing basic earnings per Class A and Class B ordinary share		117,554,229		132,266,157		133,524,129
Dilutive employee share options and non-vested ordinary shares		1,900,201		1,562,347		1,289,127
Dilutive convertible senior notes		6,261,403		6,255,106		1,268,159

Weighted average number of Class A and Class B ordinary shares outstanding for computing diluted earnings per Class A and Class B ordinary share		125,715,833		140,083,610		136,081,415
Diluted earnings per Class A and Class B ordinary shares		15.94		15.61		29.58

The Group granted a number of

non-vested

ordinary shares to certain executive officers and employees during the years ended December 31, 2017, 2018 and 2019 (refer to Note

(b)), these

non-vested

shares are not included in the computation of basic earnings per share as these

non-vested

shares do not contain any unforfeitable rights to dividends or dividend equivalents.

Accumulated other comprehensive loss

12 Months Ended

Dec. 31, 2019

Accumulated other comprehensive loss

Accumulated other comprehensive loss

27 .	Accumulated other comprehensive loss

The changes in accumulated other comprehensive loss by component are as follows:


	Cumulative Translation Adjustments			Unrealized Gain and (Loss) on Available-for-sale Securities			Total
	RMB			RMB			RMB
Balance as of January 1, 2017		(366,148	)		22,540			(343,608	)

Foreign currency translation, net of tax of nil		342,348			—			342,348
Fair value changes of available-for-sale investments, net of tax of nil		—			32,633			32,633
Reclassification adjustment for gains included in net income, net of tax of nil		—			(55,615	)		(55,615	)

Balance as of December 31, 2017		(23,800	)		(442	)		(24,242	)

Adoption of ASU 2016-01		—			442			442
Foreign currency translation, net of tax of nil		(7,083	)		—			(7,083	)

Balance as of December 31, 2018		(30,883	)		—			(30,883	)

Foreign currency translation, net of tax of nil		(25,773	)		—			(25,773	)

Balance as of December 31, 2019		(56,656	)		—			(56,656	)

Commitments and contingencies

12 Months Ended

Dec. 31, 2019

Commitments and contingencies

Commitments and contingencies

28.	Commitments and contingencies

Capital commitment

As of December 31, 2019, the Group has contracted for capital expenditures

f RMB1,981,152 (2018: RMB2,638,129).

Other commitments

Besides the commitment disclosed in Note 12(c) and Note 11(i

), the Group has the following commitments:

The Group commits to purchase services from one of its related parties at the amounts of US$60.0 million (approximately

RMB390,378) from the year ended December

31, 2020 to 2022.

During the year ended December 31, 2017, the Group entered into a cooperative lending arrangement with a bank, whereby the Group and the bank will jointly fund financing to individuals. Under this arrangement, the Group is obligated to compensate the bank, if the bank’s lending portion becomes overdue by more than 80 days. The bank’s lending portion under the arrangement was approximately

RMB117.7

million

and

RMB

20.3

million

respectively as of December 31, 2018 and 2019.

Contingencies

The Group is subject to periodic legal or administrative proceedings in the ordinary course of business. The Group does not believe that any currently pending legal proceeding to which the Group is a party will have a material effect on its business, results of operations or cash flows.

Related party transactions

12 Months Ended

Dec. 31, 2019

Related party transactions

Related party transactions

29.	Related party transactions

The table below sets forth the major related parties that has conducted related party transaction in 2018 and 2019, as well as their relationships with the Group:


Name of related parties		Relationship with the Group
Tencent and its subsidiaries (“Tencent Group”)		A shareholder with significant influence to the Group
Trendy (China) Group Holdings Limited and its subsidiaries (“Trendy Group”)		An entity controlled by a director of the Group
Kunshan Baowei and its subsidiaries (“Baowei Group”)		A joint venture of the Group

For the years ended December 31, 2017

2018

and 2019,

the Group entered into the following material related party transactions:


	Year ended December 31,
	2017		2018		2019
	RMB		RMB		RMB
Purchase of goods		213,350		340,356		1,451,404
Purchase of services		1,001		317,921		462,126
Provision of services		1,825		6,300		44,420
Sales of product		—		—		111,510

Details of the balances with related parties are as follows:

(a)

Amounts due from related parties (current and non

current)

Amounts due from related parties consist of amounts due from companies controlled or significantly influenced by the Company, its shareholders and directors.

(b)

Amounts due from related parties (current and non

current) as of December 31, 2018 and 2019 amounted to RMB17,475 and RMB149,964, respectively, mainly including interest-bearing loans originated to the Group’s joint ventures and prepayments placed by the Group related to purchases of goods from companies significantly influenced by the Company, its shareholders and directors.

(c)

Amounts due to related parties

The amounts due to companies controlled or significantly influenced by the Company, its shareholders and directors as of December 31, 2018 and 2019 amounted to RMB323,108 and RMB520,288, respectively, which were unsecured, interest

free, and related to purchases of goods and other services from these parties.

As of December 31, 2019, the Group had borrowed RMB12,500 from Ningbo Shanjin for procurement, which carried a fixed interest rate of 3.05%.

Share-based payments

12 Months Ended

Dec. 31, 2019

Share-based payments

Share-based payments

30.	Share-based payments

(a)

Share incentive plan

In March 2011, the Group adopted the Vipshop Holdings Limited 2011 Stock Incentive Plan (the “2011 Plan”), which provide up to an aggregate of 7,350,000 Class A ordinary shares of the Group as share-based compensation to employees, directors, officers and consultants and other eligible personal of the Group.

In 2012, the Group adopted the 2012 Stock Incentive Plan (the “2012 Plan”), which provide up to an aggregate of 9,000,000 Class A ordinary shares of the Group, and the maximum aggregate number of

shares that may be issued per calendar year is

1,500,000

from

2012

until the termination of the

2012

Plan.

In July 2014, the Group adopted the 2014 Stock Incentive Plan (the “2014 Plan”), in which the maximum aggregate number of ordinary shares may be issued under the 2014 Plan is (i) 5,366,998 Class A ordinary shares, and (ii) an automatic increase on January 1 of each year after the effective date of the 2014 Plan by that number of shares representing 1.5% of the Group’s then total issued and outstanding share capital as of December 31 of the preceding year, or such less number as determined by the board of directors.

In January 2017, the Group granted 900,000 restricted shares to its senior management, and on the same date, the Group also granted 1,320,000 share options to its senior management at an exercise price of US$68.35 (approximately RMB444.71) per ordinary share pursuant to the Company’s 2014 Share Incentive plan. In December 2018, the exercise price of 660,000 share options among the foregoing batch was adjusted to US$26.30 (approximately RMB180.83) per ordinary share.

The expiration dates of the options were 5 to 10 years from grant date, vesting is subject to the continuous services of the option holders to the Group, and post-termination exercise period ranged from 3 to 9 months. During any authorized leave of absence, the vesting of the option shall be suspended after the leave of absence exceeds a period of 90 days. Vesting of the option shall resume upon the option holders’ return to service to the Group. The vesting schedule shall be extended by the length of the suspension.

In the event of termination of the option holders’ continuous service for cause, the option holders’ right to exercise the option shall terminate concurrently, except otherwise determined by the plan administrator, and the Group shall have the rights to repurchase all vested options purchased by the option holders at a discount price determined by the plan administrator. The share option holders have waived any voting rights with regard to the shares and granted a power of attorney to the Board of Directors of the Group to exercise voting rights with respect to the shares.

The Group uses the Binomial model to determine the estimated fair value for each option granted below with the assistance of an independent valuation firm. The Group estimates that the forfeiture rate for key manag

ment and employees will be nil and 18% for 2017, nil and 22% for 2018,

as w

ll as nil

and 25% f

or 2019,

respectively.

The assumptions used in determining the fair value of the shar

options on the grant date were as follows:


Assumptions	2017
Expected dividend yield		0%
Risk-free interest rate		1.96%
Expected volatility		61.0%
Expected life		5 years
Exercise multiples		2.80 times
Weighted average fair value of underlying ordinary shares (US$/share)		25.09

Note:

(1)

Expected dividend yield:

The expected dividend yield was estimated by the Group based on its dividend policy over the expected life of the options.

(2)

Risk-free interest rate:

Risk-free interest rate was estimated based on the US Treasury Bond as of the valuation date.

(3)

Expected volatility:

The volatility of the underlying ordinary shares was estimated based on historical volatility of the Group for the period before the valuation date with length commensurate to contractual life of the options.

(4)

Expected life:

The expected life was based on vesting term and contractual term of the share options.

(5)

Exercise multiples:

The Group estimated the exercise multiple based on a consideration of various research studies regarding exercise pattern from historical statistical data.

(6)

Fair value of underlying ordinary shares:

The fair values of ordinary shares were determined based on the closing price in the market.

For the years ended December 31, 2017, 2018 and 2019, the share option movements were as follows:


	Options outstanding			Weighted average exercise price per share		Weighted average remaining contractual years to expiry per share		Weighted average fair value at grant date		Weighted average intrinsic value per option		Aggregate intrinsic value
	US$							US$		US$		US$
Outstanding as of December 31, 2016		1,872,941			0.78		4,97 years

Granted		1,320,000			68.35		4.00 years
Exercised		(454,708	)		1.95		3.75 years

Outstanding as of December 31, 2017		2,738,233			33.50		4.14 years

Exercised		( 356,736	)		1.65		2.77 years

Outstanding as of December 31, 2018		2,381,497			26.61		3.05 years

Exercised		(85,706	)		0.50		1.21 years

Outstanding as of December 31, 2019		2,295,791			27.59		2.09 years

Non-vested as of December 31, 2019		357,500
Options vested and expected to vest as of December 31, 2019		2,295,791			27.59		2.09 years		18.31		43.26		99,318,793
Exercisable as of December 31, 201 9		1,938,291			23.95		2.10 years		16.47		46.90		90,908,615

For the years ended December 31, 2017, 2018 and 2019, the Group recognized share

based payment expenses of RMB54,505, RMB65,884 and RMB65,165

in connection with the share options granted to key management and employees, respectively. The total fair value of shares vested during the years ended December 31, 2017, 2018 and 2019

was RMB236, RMB122,864 and RMB65,165, respectively.

As of December 31, 2019, there was RMB67,474 (2018: RMB131,395)

unrecognized compensation cost related to unvested share options granted to key management and employees of the Group. The unvested share options expense relating to the share options of the Group is expected to be recognized over a weighted average period

of 1 year on a straight-line basis schedule as of December 31, 2019.

(b)

Non-vested

During 2017, 2018 and 2019, a total of 2,900,580, 1,102,576 and 2,418,556

non-vested

shares were granted to executive officers, employees, members of Audit Committee and consultants of the Group under the 2012 and 2014 Plan, respectively.

Most of the

non-vested

shares granted have a vesting period of four years of employment services with the first one-fourth vesting on the first anniversary from grant date, and the remaining three fourth vesting on a monthly basis over a

three-year

period ending on the fourth anniversary of the grant date. The

non-vested

shares are not transferable and may not be sold or pledged and the holder has no voting or dividend right on the

non-vested

shares. In the event a

non-vested

shareholder’s employment for the Group is terminated for any reason prior to the fourth anniversary of the grant

date, the holder’s right to

the

non-vested

shares will terminate effectively. The outstanding

non-vested

shares shall be forfeited and automatically transferred to and reacquired by the Group without any consideration.

For the years ended December 31, 2017, 2018 and 2019, the

non-vested

shares movement was as follows:


	Non-vested shares outstanding
Outstanding as of January 1, 2017		2,419,865

Granted		2,900,580
Vested		(925,623	)
Forfeited		(464,564	)

Outstanding as of December 31, 2017		3,930,258
Granted		1,102,576
Vested		(1,322,560	)
Forfeited		(786,772	)

Outstanding as of December 31, 2018		2,923,502

Granted		2,418,556
Vested		(1,102,773	)
Forfeited		(839,468	)

Outstanding as of December 31, 2019		3,399,817

The Group recognized compensation expense over the four year service periods on a straight

line basis, and applied a forfeiture rate of nil for key management for 2017, 2018 and 2019, while the forfeiture rate is 18%, 22% and 25

for employees for the years ended December 31, 2017, 2018 and 2019, respectively. The aggregate fair value of the restricted shares at grant dates was RMB1,082,797,

RMB527,552 and RMB693,266 during the years ended December 31, 2017, 2018 and 2019 respectively. The fair values of

non-vested

shares are measured at the respective fair values of the Company’s ordinary shares on the grant-dates.

For the years ended December 31, 2017, 2018 and 2019, the Group recognized share

based payment expenses of RMB612,593, RMB605,326 and RMB617,192 in connection with the

non-vested

shares granted to employees, respectively.

As of December 31, 2019 there was RMB998,075 (2018: RMB1,202,977) unrecognized compensation cost related to

non-vested

shares which is expected to be recognized over a weighted average vesting period of 2.38 years. The weighted average granted fair value per share of

non-vested

shares granted during the years ended December 31, 2017, 2018 and 2019 was US$55.51 (approximately RMB361.18), US$65.59 (approximately RMB478.47) and US$41.43 (approximately RMB286.64) respectively.

(c)

Share-based awards relating to the Shan Shan Outlets

In December 2019, Shan Shan Outlets, a wholly-owned subsidiary of the Group, has adopted a Stock Incentive Plan (“the Shan Shan Plan”), which provided up to an aggregate of RMB150,000,000, representing 15% of the equity interest of the Shan Shan Outlets as share-based compensation to employees, external assigned employees and other eligible personal. The maximum contractual term of the Shan Shan Plan is 10 years.

In December 2019, 7.5% of the equity interest of the Shan Shan Outlets share options were granted to its executive officer under the Shan Shan Plan.

The vesting period is 4 years where 62.5% will be vested on April 1, 2022 with the remaining to be vested ratably over the remaining vesting period.

No consideration will be transferred to the Group upon exercise, where Shan Shan Outlets shall repurchase the shares at a price determined based on Shan Shan Outlet’s 3-year-audited-average net profit. Accordingly, the award is classified as a liability award with fair value recognised at each period end with the change in fair value is recognised in general and administrative expenses. For the year ended December 31, 2019, the Group recognized share-based payment expenses of RMB5,726 in connection with the share options granted.

The Group uses the Monte Carlo Simulation Mode (the “MC” model) to determine the estimated fair value for share-based compensation liability below with the assistance of an independent valuation firm as of December 31, 2019.

The assumptions used in determining the fair value of the share-based awards as of December 31, 2019 were as follows:


Assumptions		2019
Expected dividend yield		0%
Risk-free interest rate		2.53%~2.81%
Expected volatility		23.41%~24.02%

Total fair value of underlying registered capital		226,756

Notes:

(1)

Expected dividend yield:

The expected dividend yield was estimated by the Group based on Shan Shan Outlet’s dividend policy over the expected life of the awards.

(2)

Risk-free interest rate:

Risk-free interest rate was estimated based on the China Government Bonds with a maturity life equal to the time period of the simulation as of the valuation date.

(3)

Expected volatility:

The expected volatility was estimated based on the 3-year

average annualized volatility of comparable companies’ revenue.

(d)

Share-based

compensation expenses

For the years ended December 31, 2017, 2018 and 2019,

share-based

compensation expenses have been included in the following balances on the consolidated statements of income and comprehensive income:


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Fulfillment expenses		(73,235	)		(73,151	)		(112,683	)
Marketing expenses		(40,364	)		(41,063	)		(35,038	)
Technology and content expenses		(206,073	)		(203,594	)		(180,493	)
General and administrative expenses		(347,426	)		(353,402	)		(359,869	)

		(667,098	)		(671,210	)		(688,083	)

Segment information

12 Months Ended

Dec. 31, 2019

Segment information

Segment information

31 .	Segment information

Segment revenue and results

In the prior years, the Group has identified two major business segments, Vip.com segment and

internet finance. Due to operational changes, the Group has determined it has four operating segments in the current year. Vip.com and Shan Shan Outlets have been identified as reportable segments while internet finance and offline shop operating segments were aggregated as others. Given this change in the composition of the

Group’s reportable segments, prior year segment information was restated to reflect the current reporting structure for the segments.

The table below provides a summary of the Group’s operating segment results for the years ended December 31, 2017, 2018 and 2019:


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Net revenues
Vip.com		72,875,234			84,159,609			91,435,282
Shan Shan Outlets		—			—			245,817
Others		249,726			753,752			2,638,702
Inter-segment revenues (Note a)		(212,647	)		(389,413	)		(1,325,383	)

Total net revenues		72,912,313			84,523,948			92,994,418
Income (loss) from operations
Vip.com		4,063,238			3,353,658			5,267,814
Shan Shan Outlets		—			—			6,255
Others		(366,025	)		(215,459	)		227,719
Unallocated expenses (Note b)		(1,006,767	)		(717,086	)		(728,414	)

Total income from operations		2,690,446			2,421,113			4,773,374
Total other (expenses) income		(149,593	)		325,962			169,431

Income before income taxes and share of loss of equity - method investees		2,540,853			2,747,075			4,942,805

Depreciation of property and equipment, net (included in the measurement of segment profit or loss):


	Year ended December 31,
	2017		2018		2019
	RMB		RMB		RMB
Total depreciation of property and equipment, net
Vip.com		714,656		715,087		771,049
Shan Shan Outlets		—		—		22,551
Others		6,184		55,203		36,768

		720,840		770,290		830,368

Note:

(a)

Inter-segment revenues mainly consist of payment processing, financing services provided by

the internet finance business to Vip.com, promotion services provided by Vip.com to internet finance business and internal procurement between offline shops and Vip.com.

(b)

Unallocated expenses include share-based compensation and amortization of intangible assets resulting from assets and business acquisitions, which are not allocated to segments.

Interest income and expenses (included in the measurement of segment profit or loss):


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Interest income
Vip.com		192,052			232,494			167,550
Shan Shan Outlets		—			—			11,746
Others		4,252			36,946			54,765
Inter-segment interest income		(95,179	)		(26,568	)		(17,034	)

		101,125			242,872			217,027

Interest expense
Vip.com		(55,821	)		(103,504	)		(42,424	)
Shan Shan Outlets		—			—			(8,989	)
Others		(121,793	)		(82,808	)		(51,625	)
Inter-segment interest income		95,179			26,568			17,034

		(82,435	)		(159,744	)		(86,004	)


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Net income of investments accounted under the equity method
Vip.com		(22,280	)		(46,999	)		(25,590	)
Shan Shan Outlets		—			—			52,772

		(22,280	)		(46,999	)		27,182

The following assets information is reviewed by the CODM:


	Year ended December 31,
	2018		2019
	RMB		RMB
Total assets
Vip.com		34,867,619		37,727,525
Shan Shan Outlets		—		5,732,260
Others		8,695,044		5,122,893

		43,562,663		48,582,678

Investments in equity - method investees
Vip.com		667,427		737,806
Shan Shan Outlets		—		2,375,146

		667,427		3,112,952

Total expenditure for additions of long-lived assets
Vip.com		3,556,067		3,260,978
Shan Shan Outlets		—		641,722
Others		37,893		374,973

		3,593,960		4,277,673

Other segment information

Product revenues relate to sales of apparel, shoes and bags and other products.

Other revenues relate to revenues from product promotion and online advertising, and commission fees charged to third-party merchants which the Group provides platform access for sales of their product, and revenues from logistic and warehouse services provided to vendors of the Group.


	Year ended December 31,
	2017		2018		2019
	RMB		RMB		RMB
Product revenues
Apparel		24,642,418		30,446,797		33,575,532
Shoes and bags		8,340,015		8,442,178		9,045,520
Cosmetics		10,607,267		11,700,310		14,645,878
Sportswear and sporting goods		4,747,077		5,699,740		7,333,523
Home goods and other lifestyle products		9,875,682		9,808,677		8,306,962
Toys, kids and baby		6,978,246		8,013,615		10,096,808
Other goods		5,980,948		7,398,958		5,717,088

		71,171,653		81,510,275		88,721,311
Other revenues		1,740,660		3,013,673		4,273,107

Total net revenues		72,912,313		84,523,948		92,994,418

Geographic information

Substantially all revenues and long-lived assets of Group are derived from and located in the PRC.

Subsequent events

12 Months Ended

Dec. 31, 2019

Subsequent events

Subsequent events

Subsequent event

In January 2020, the compensation committee of the Group approved and the Group

has

granted, Mr. Eric Shen, the Group’s Chairman and Chief Executive Officer, and Mr. Arthur Hong, the Group’s Vice Chairman and Chief Operating Officer, option

to purchase 5,363,788 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 fair value of the option

gra

nt date is

estimated

US$240,114 (approxi

mately RMB1,671,625)

, which will be recognized in share-based compensation expenses over a six-year

service

period.

Beginning in January 2020, the recent outbreak of coronavirus (COVID-19) has impacted the Group’s operations, specifically the offline retail shops for walk-in customers. As precautionary measures, the government in China extended the Lunar New Year Holiday into February 2020 and has implemented travel restrictions and closures of certain central China ports and government offices. Offline retail shops of certain region in China have experienced extended closures after the Lunar New Year Holiday. As of the date of this report, the Group has experienced a decline in the offline product revenues as well as the lease income from Shan Shan Outlets. The online product revenue sales decreased also due to delayed logistic services and slow response from the supplier chain.

The government of China has lifted the quarantine measures within the country gradually from the end of March 2020 and the operation of the business has gradually resumed. While the impact of this disruption in 2020 to our business and related financial impacts cannot be reasonably estimated at this time, the Group expects that its consolidated results of operations for the first half of 2020 will be affected with potential continuing impacts on subsequent periods.

Schedule I-Condensed Financial Information

12 Months Ended

Dec. 31, 2019

Schedule I-Condensed Financial Information

Schedule I-Condensed Financial Information

VIPSHOP HOLDINGS LIMITED

Schedule I—Condensed Financial Information

of the Parent Company

Statements of Income and Comprehensive Income

(All amounts in thousands)


	Year ended December 31,
	2017			2018			2019			2019
	RMB			RMB			RMB			US$
										Note 2(ad)
General and administrative expenses		(696,832	)		(694,847	)		(31,240	)		(4,487	)
Other operating income		77,513			36,087			39,385			5,657

( Loss ) i ncome from operations		(619,319	)		(658,760	)		8,145			1,170
Interest expenses		(54,665	)		(57,293	)		(9,062	)		(1,302	)
Share of results of equity method investees		(21,319	)		1,642			(6,163	)		(885	)
Equity income of subsidiaries and VIEs		2,644,958			2,843,198			4,023,912			577,999

Net income		1,949,655			2,128,787			4,016,832			576,982

Other comprehensive income, net of tax of nil:
Foreign currency translation adjustments		342,348			(7,083	)		(25,773	)		(3,702	)
Share of comprehensive loss of subsidiaries		(22,982	)		—			—			—

Comprehensive income attributable to Vipshop Holdings Limited’s shareholders		2,269,021			2,121,704			3,991,059			573,280

VIPSHOP HOLDINGS LIMITED

Schedule I—Condensed Financial Information

of the Parent Company

Balance Sheets

(All amounts in thousands, except for share and per share data)


	As of December 31,
	2018			2019			2019
	RMB			RMB			US$
							Note 2(ad)
ASSETS
Cash and cash equivalents		212			44			6
Investment in an equity - method investee		48,292			42,315			6,078
Investment in subsidiaries and VIEs		11,937,122			16,643,391			2,390,674
Amount due from subsidiaries and VIEs		9,614,563			5,146,414			739,236

TOTAL ASSETS		21,600,189			21,832,164			3,135,994

LIABILITIES AND EQUITY
Accrued expenses and other current liabilities		11,106			5,008			719
Convertible senior notes		4,327,268			—			—

Total liabilities		4,338,374			5,008			719

EQUITY
Class A ordinary shares (US$0.0001 par value, 483,489,642 shares authorized, and 116,395,883 and 117,584,362 shares issued and outstanding as of December 31, 2018 and 2019, respectively)		75			76			11
Class B ordinary shares (US$0.0001 par value, 16,510,358 shares authorized, and 16,510,358 and 16,510,358 shares issued and outstanding as of December 31, 2018 and 2019, respectively)		11			11			2
Additional paid-in capital		9,385,216			9,959,497			1,430,592
Retained earnings		7,907,396			11,924,228			1,712,808
Accumulated other comprehensive loss		(30,883	)		(56,656	)		(8,138	)

Total shareholders’ equity		17,261,815			21,827,156			3,135,275

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		21,600,189			21,832,164			3,135,994

VIPSHOP HOLDINGS LIMITED

Schedule I—Condensed Financial Information

of the Parent Company

STATEMENTS OF CASH FLOWS

(All amounts in thousands)


	Year ended December 31,
	2017			2018			2019			2019
	RMB			RMB			RMB			US$
										Note 2(ad)
Cash flow from operating activities:
Net income		1,949,655			2,128,787			4,016,832			576,982

Adjustments to reconcile net income to net cash by operating activities:
Equity income of subsidiaries and variable interest entities		(2,644,958	)		(2,843,198	)		(4,023,912	)		(577,999	)
Share of results of equit y- method investees		21,319			(1,642	)		6,163			885
Share-based compensation expenses		667,098			671,210			—			—
Amortization of debt issuance cost		5,950			—			—			—
Changes in operating assets and liabilities:
Investment in subsidiaries and VIEs		—			176,370			—			—
Accrued expenses and other current liabilities		53,870			(10,115	)		(5,885	)		(846	)
Deferred income		(44,109	)		—			—			—

Net cash generated from (used in) operating activities		8,825			121,412			(6,802	)		(978	)

Cash flows from investing activities:
( Loan to ) repa yment from subsidiaries and VIEs		(5,277,028	)		(452,366	)		4,227,181			607,198

Net cash (used in) provided by investing activities		(5,277,028	)		(452,366	)		4,227,181			607,198

Cash flows from financing activities:
Proceeds from issuance of ordinary shares upon exercise of share options		5,969			3,947			297			43
Redemption of convertible senior notes		(21,697	)		—			(4,220,841	)		(606,286	)
Proceeds from issuance of ordinary shares to new investors		5,610,337			—			—			—

Net cash provided by (used in) financing activities		5,594,609			3,947			(4,220,544	)		(606,243	)

Effect of exchange rate changes on cash and cash equivalents		(44	)		(95	)		(3	)		(1	)

Net increase in cash and cash equivalents		326,362			(327,102	)		(168	)		(24	)
Cash and cash equivalents at beginning of the period		952			327,314			212			30

Cash and cash equivalents at end of the period		327,314			212			44			6

VIPSHOP HOLDINGS LIMITED

NOTE TO SCHEDULE I

(All amounts in thousands, except for share or per share data)

Schedule I has been provided pursuant to the requirement of Rule

12-04(a)

and

4-08(e)(3)

of Regulation

S-X,

which require condensed financial information as to financial position, cash flows and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of the consolidated and unconsolidated subsidiaries together exceed 25 percent of consolidated net assets as of end of the most recently completed fiscal year.

As of December 31, 201

, RMB7,265,250

of the restricted capital and reserves are not available for distribution respectively, and as such, the condensed financial information of Vipshop Holdings Limited (“Parent Company”) has been presented. Relevant PRC laws and regulations also restrict the subsidiaries in PRC, the VIEs and VIEs’ subsidiaries from transferring a portion of their net assets to the Company in the form of loans and advances or cash dividends.

During each of the three years in the period ended December 31, 2019,

cash dividend was declared and paid by the Parent Company.

As of December 31, 2019, there were no material contingencies, significant provisions of long-term obligations, and mandatory dividend or redemption requirements of redeemable shares or guarantees of the Company, except for those which have been separately disclosed in the Consolidated Financial Statement, if any.

Basis of preparation

The condensed financial information of the Parent Company has been prepared using the same accounting policies as set out in its consolidated financial statements, except that the Parent Company has used the equity method to account for its investment in its subsidiaries, VIEs and VIEs’ subsidiaries. Accordingly, the condensed financial information presented herein represents the financial information of the Parent Company.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The footnote discloses certain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the accompanying Consolidated Financial Statements.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Summary of significant accounting policies

Basis of presentation

(a)

Basis of presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of consolidation

(b)

Principles of consolidation

on consolidation.

E-Commerce

Co., Ltd. (“Vipshop

E-Commerce”)

and shareholders of Vipshop

E-Commerce;

E-Commerce

The Group has concluded that these PRC domestic companies are consolidated VIEs of the Group, of which the Group is the ultimate primary beneficiary.

Equity Interest Pledge Agreements

Exclusive Option Agreement

Power of Attorney Agreements

Exclusive Business Cooperation Agreement

Loan Agreement

Vipshop

E-Commerce

was established by Mr. Eric Ya Shen and Mr. Arthur Xiaobo Hong on June 22, 2017. As of December 31, 2019, shareholders of Vipshop

E-Commerce

are

Mr. Eric Ya Shen and Mr. Arthur Xiaobo Hong, holding 66.67% and 33.33% of the total equity interests in Vipshop

E-Commerce,

respectively. Vipshop

E-Commerce

holds the licenses necessary to conduct the Internet-related operations of

vipshop.com

and

vip.com

in China.

Risks in relation to the VIE structure

•

E-commerce,

Vipshop Information, Pin Jun Tong, Lefeng Information, revoking the business licenses or operating licenses of the WFOE, Vipshop

E-commerce,

•

The Group may have to incur significant cost to enforce, or may not be able to effectively enforce, the Contractual Arrangements with the VIEs and their equity holders in the event of a breach or

non-compliance

by the VIEs or their equity holders;

•


	As of December 31,
	2018			2019
	RMB			RMB
Total assets		5,974,238			10,388,986

Total current liabilities		(3,753,295	)		(3,957,003	)

Total liabilities		(3,757,210	)		(4,002,131	)


	2017			2018			2019
	RMB			RMB			RMB
Net revenues		1,583,466			2,455,488			3,613,683
Total operating expenses		(5,243,573	)		(5,826,283	)		(6,095,095	)
Net loss		(3,784,932	)		(3,531,460	)		(2,206,270	)


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Net cash (used in) provided by operating activities		(801,931	)		(294,853	)		4,807,929
Net cash provided by (used in) investing activities		1,435,001			(48,162	)		(2,206,121	)
Net cash provided by (used in) financing activities		1,144,728			(17,698	)		(13,125	)

Use of estimates

(c)

Use of estimates

assets acquired in business acquisition, valuation of other investments and valuation of

account

receivables arising from consumer financing. Changes in facts and circumstances may result in revised estimates.

Cash and cash equivalents

(d)

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, demand deposits and highly liquid investments with maturity of less than three months.

Cash and cash equivalents are placed with financial institutions with high-credit ratings and quality.

Restricted cash

(e)

Restricted cash

Short term investments

(f)

Short-term investments

Short-term investments consist primarily of time deposits and financial products offered by commercial banks in the PRC with fixed maturity dates ranging from three months to one year.

Inventories

(g)

Inventories

Accounts receivable

(h)

Accounts receivables

, net

Accounts receivable expected to be settled more than one year as of the balance sheet date are classified into other long-term assets on the consolidated balance sheets.

Loan receivables

(i)

Loan receivables

, net

exhausted all efforts and

determined the balance will not be collected.

The loan receivables expected to be settled more than one year as of balance sheet date are classified into other long-term assets on the consolidated balance sheets.

For the years ended December 31, 2018 and 2019, the Group recorded allowance of RMB3,789 and RMB63,833 for both current and non-current loan receivables.

Other receivables

(j)

Other receivables

, net

reached for an amount that is less than the outstanding historical balance or when the Group has determined the balance will not be collected.

Property and equipment, net

(k)

Property and equipment, net


Classification	Estimated useful life
Buildings		20 t o 30 years
Furniture, fixtures and equipment		2 to 10 years
Leasehold improvements		Shorter of lease term or the estimated useful life of lease improvements
Motor vehicles		4 to 5 years
Software		3 years

Capitalization of interest

(l)

Capitalization of interest

RMB97,024

RMB

165,618

and R

MB87,631

of which

RMB

14,589

RMB

5,874

and RMB1,627

were capitalized for the years ended December

2017

2018

and

2019

, respectively.

Land use rights, net

(m)

Land use rights, net

Intangible assets, net

(n)

Intangible assets, net

Acquired intangible assets mainly consist of domain names, customer relationships,

non-compete

agreements, trademarks and payment license acquired from third parties and from business combination.

Domain names and trademarks

Domain name and trademarks purchased from third parties are initially recorded at cost and amortized on a straight-line basis over the estimated economic lives of approximately two to five years.

Intangible assets arising from business combination

Estimated economic lives of the intangible assets are as follows:


Classification	Estimated economic life
Customer relationships		4-14 years
Trademarks		2-5 years
Non-compete agreement		3 years
Domain names		2-3 years
Payment license		Indefinite life

Investment in equity method investees

(o)

Investments in equity method investees

Investments in equity method investees consist of:

(1)

(2)

other-than-temporary

company-specific

Other investments

(p)

Other investments

Other investments consist of:

(1)

(2)

Investments in debt securities other than trading securities

held-to-maturity

securities are classified as

available-for-sale

investments and reported at fair value with unrealized gain and losses included in accumulated other comprehensive loss in shareholders’ equity.

(3)

For

available-for-sale

debt securities, in

the

event of a decline in

a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee;

a significant adverse change in the regulatory, economic, or technological environment of the investee;

a significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates;

A bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar investment for an amount less than the carrying amount of that investment;

Impairment of long-lived assets (other than goodwill and intangible assets with indefinite life)

(q)

Impairment of long-lived assets (other than goodwill and intangible assets with indefinite life)

Goodwill

(r)

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination.

two-step

eeded their carrying amounts and, therefore a quantitative impairment test for goodwill were not required.

RMB

278,263

Intangible assets with indefinite lives

(s)

Intangible assets with indefinite lives

In 2018 and 2019, management has conducted the qualitative impairment test and the qualitative assessment and no impairment indicators identified.

Business combinations and non-controlling interests

(t)

Business combinations and

non-controlling

interests

non-controlling

interests. The excess of (i) the total costs of acquisition, fair value of the

non-controlling

interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill.

For the Group’s majority-owned subsidiaries and subsidiaries of VIEs, a

non-controlling

interest is recognized to reflect the portion of their equity which is not attributable, directly or indirectly, to the

Group. Consolidated net income on the consolidated statements of income and comprehensive income includes the net income (loss) attributable to

non-controlling

interests. The cumulative results of operations attributable to

non-controlling

interests, are recorded as

non-controlling

interests on the Group’s consolidated balance sheets.

Securitization debt

(u)

Securitization debt

non-current

liabilities in the consolidated balance sheets based on their respective expected repayment dates. The debt was fully repaid during the year ended December 31, 2019.

Leases

(v)

Leases

The scope of ASC 842 also includes land use right and the accounting policy is included in Note 2(m).

From the Perspective of Lessee

At the commencement of each lease, management determines its classification as an operating or finance lease. For leases that qualify as operating leases, the Group recognizes the associated lease

A lease liability is recognized for future fixed lease payments and a ROU asset representing the right to use the underlying asset during the lease term.

Repayments of operating liabilities, variable lease payments and short

From the Perspective of Lessor

leases

from

years.

Revenue recognition

(

)

Revenue recognition

Effective with the adoption of Accounting Standards Update (“ASU”)

2014-09,

Cost of revenues

(x)

Cost of revenues

Fulfillment expenses

(y)

Fulfillment expenses

Marketing expenses

(z)

Marketing expenses

Marketing expenses primarily consist of payroll, bonus and benefits of marketing staff, advertising costs, agency fees and costs for promotional materials.

Technology and content expenses

)

Technology and content expenses

General and administrative expenses

)

General and administrative expenses

Foreign Currency Transactions and Translations

)

Foreign currency transactions and translations

Convenience translation

(

)

Convenience translation

. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US dollar at that rate on December 31, 2019, or at any other rate.

Taxation

(ae)

Taxation

year-end

Value added taxes

(

)

Value added taxes (“VAT”)

The Group’s PRC subsidiaries are subject to VAT at rates ranged from 6% to 16% before

April

2019 and 3% to 13%

since April 2019, compared with VAT at rates ranged from 6% to 17% before May 2018 and 6% to 16% since May

Comprehensive income (loss)

(ag)

Comprehensive income (loss)

available-for-sale

debt investments and reclassification adjustments of

available-for-sale

investments prior to adoption of ASU

2016-01

in 2018.

Concentration of credit risk

(ah)

Concentration of credit

risk

Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, accounts receivable, net, short

term investments, amounts due from related parties, loan receivables, net and other receivables. The Group places its cash and cash equivalents, restricted cash and short

on-going

Fair value of financial instruments

(ai)

Fair value of financial instruments

The three levels of inputs may be used to measure fair value include:


Level 1		Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2		Applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3		Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Measured at fair value on a recurring basis

The Group’s financial assets and liabilities that were required to be measured at fair value on a recurring basis as of December 31, 2018 and 2019 include equity investments with readily determinable fair value,

available-for-sale

debt securities, financial guarantee and share-based compensation liability. As of December 31, 2018 and 2019, information about inputs into the fair value measurements of the Group’s assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows.

Fair Value Measurements at Reporting Date Using

Description

As of

December 31,

201

Quoted Prices

in Active

Markets for

Identical Assets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Unobservable

Inputs

(Level 3)

RMB

Other investments:

- Equity investments with readily determinable
fair value

217,036

—

Available-for-sale

debt securities

130,358

—

130,358

—


				Fair Value Measurements at Reporting Date Using
Description	As of December 31, 2019			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	RMB			RMB		RMB		RMB
Other investments:
- Equity investments with readily determinable fair value		506,302			506,302		—		—
Other liabilities:
- Financial guarantee		(8,847	)		—		—		(8,847	)
- Liability for cash-settled share-based compensation arrangements		(5,726	)		—		—		(5,726	)

The equity investments with readily determinable fair value are carried at fair values. The Group measures its listed equity securities using quoted prices for the underlying securities in active markets, and accordingly, the Group classifies the valuation techniques that use these inputs as Level 1.

Available-for-sale

debt securities consist of investments in private companies’ redeemable debt that has stated maturity and pay a prospective fixed rate of return. The investments are recorded at fair value on a recurring basis. The fair value is measured using discounted cash flow model based on contractual cash flow and a discount rate of prevailing market yield for products with similar terms as of the measurement date, as such, they are classified in Level 2 measurement.

Financial guarantee assumed from the acquisition of Shan Shan Outlets, as disclosed in Note 3, is recorded as other liabilities on the consolidated balance sheets. Its fair value was estimated using the credit default method, with reference to the default and recovery rate of comparable guaranteed companies. The default and recovery rate applied are based on the default and recovery rate published by Standard & Poor’s (“S&P”) and Moody’s respectively, sorted by credit rating. As such, they are classified in Level 3 measurement.

The fair value of the liability on cash-settled share-based compensation arrangement was estimated using the Monte Carlo Simulation (Note 30 (c)), through simulation of the future net profits of the Shan Shan Outlets. As such, they are classified in Level 3 measurement.

The carrying values of the Group’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, net, other receivables, net, loan receivables, net, short-term investment, accounts payable, other current liabilities, advances from customers, amounts due from and to related parties, short-term loans and short-term securitization debt approximate their fair values due to the short-term nature of these instruments. The estimated fair value of convertible senior notes as of December 31, 2018 was approximately RMB4,260,195, as compared to its carrying value of RMB4,327,268. The Group fully redeemed the convertible senior notes in March, 2019. Fair value was estimated using quoted market prices and represented a Level 1 measurement.

Measured at fair value on a nonrecurring

basis

The estimated fair values of equity method investments used in the impairment test were estimated by applying unobservable inputs to the discounted cash flow valuation methodology that are significant to the measurement of the fair value of these assets. The Group measures investment in equity method investees at fair value on a nonrecurring basis when they are deemed to be impaired. The fair values of these investments are determined based on valuation techniques using the best information available, and may include management judgments, future performance projections, etc. An impairment charge to these investments is recorded when the cost of the investment exceeds its fair value.

The fair value of equity investments without readily determinable fair value is estimated to be cost minus impairment, and if any, adjusted by observable price changes in orderly transactions for the identical or similar investments of the same issuer.

Other than the investments in equity method investees (Note 11) and the equity investments without readily determinable fair value (Note 12), the Group did not have any assets and liabilities that were measured at fair value on a nonrecurring basis.

Share-based Compensation

(aj)

Share-based

compensation

Employee

share-based

compensation

Share-based

payments made to employees, including equity-classified employee share options, liability-classified employee share options, and

non-vested

shares issued to employees which the Group has a repurchase option, are recognized as compensation expenses over the requisite service periods. The Group measures the cost of employee services received in exchange for

share-based

compensation at the fair values of the awards, which are determined on the grant date and each reporting period end, respectively for equity-classified employee share options and liability-classified employee share options. The Group recognizes compensation expense on a straight-line basis over the requisite service period for the entire award with graded vesting provided that the amount of compensation cost recognized at any date must at least equal the portion of the fair value of the award that is vested at that date. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative

catch-up

adjustment in the period of change and will also impact the amount of

share-based

compensation expense to be recognized in future periods.

Non-employee

share-based

compensation

Share-based

compensation made to

non-employees

are recognized as compensation expenses ratably over the requisite service periods. The Group measures the cost of

non-employee

services received in exchange for

share-based

compensation based on the fair value of the equity instruments issued. The Group measures the fair value of the equity instruments in these transactions using the share price and other measurement assumptions on the measurement date, which is determined as the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or the date at which the counterparty’s performance is complete.

As the quantity and terms of the equity instruments issued to

non-employees

are known up front, the Group recognizes the cost incurred during financial reporting periods before the measurement date. The Group measures the equity instruments at their then-current fair values at each of the financial reporting dates, and attributes the changes in those fair values over the future services period until the measurement date has been established.

Modifications of equity awards

The Group treats a modification of the terms or conditions of an equity award as an exchange of the original award for a new award. The incremental compensation cost as an effect of a modification is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date. Total recognized compensation cost for an equity award shall at least equal the fair value of the award at the grant date unless at the date of the modification the performance or service conditions of the original award are not expected to be satisfied. Thus, the total compensation cost measured at the date of a modification shall be the sum of the portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered (or has already been rendered) at that date, and the incremental cost resulting from the modification. The Group records the incremental fair value of the modified award, as compensation cost on the date of modification for vested awards, or over the remaining service period for unvested awards.

Earnings per share

)

Earnings per share

Basic earnings per share is computed by dividing net earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares.

Treasury shares

)

Treasury shares

Treasury shares represents ordinary shares repurchased by the Group that are no longer outstanding and are held by the Group. The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired share is recorded as treasury shares. The cost of treasury shares is transferred to “additional

paid-in

capital” when it is

re-issued

for the purpose of share options exercised and share awards.

Segment reporting

(

)

Segment reporting

Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision making group, in deciding how to allocate resources and in assessing performance. The Group’s CODM is the Chief Executive Officer.

In the prior years, the Group has identified two major operating segments, Vip.com segment and internet finance, in which the CODM reviews its financial result on a regular basis. For the year ended December 31, 2019, the Group has determined it has four operating segments, Vip.com, internet finance, Shan Shan Outlets, and offline shops. Vip.com and Shan Shan Outlets have been identified as reportable segments. Internet finance and offline shops operating segments were aggregated as others because individually they do not exceed the 10% quantitative threshold. The financial information of the respective segments are disclosed in Note 31.

Accounting standards issued but not adopted at December 31, 2018

(an)

Accounting standards issued but not adopted at December 31, 2019

In June 2016, FASB issued ASU No.

2016-13,

“Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This standard requires entities to measure all expected credit losses of financial assets held at a reporting date based on historical experience, current conditions, and reasonable and supportable forecasts in order to record credit losses in a timelier manner. ASU 2016-13 also amends the accounting for credit losses on

available-for-sale

debt securities and purchased financial assets with credit deterioration. In April 2019, the FASB issued ASU 2019-04, clarify a variety of topics previously covered in Update 2016-13. ASU 2019-04 provides certain alternatives for the measurement of the allowance for credit losses (ACL) on accrued interest receivable (AIR). These measurement alternatives include (1) measuring an ACL on AIR separately, (2) electing to provide separate disclosure of the AIR component of amortized cost as a practical expedient, and (3) making accounting policy elections to simplify certain aspects of the presentation and measurement of such AIR. The standard and the amendments in this ASU are effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted for interim and annual periods beginning after December 15, 2018.

In May 2019, the FASB issued ASU 2019-05 “Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief” to provide an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. ASU 2019-05 is effective for fiscal years and interim periods beginning after December 15, 2019.

In November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses.” Among other narrow-scope improvements, the new ASU clarifies guidance around how to report expected recoveries. “Expected recoveries” describes a situation in which an organization recognizes a full or partial write-off of the amortized cost basis of a financial asset, but then later determines that the amount written off, or a portion of that amount, will in fact be recovered. While applying the credit losses standard, stakeholders questioned whether expected recoveries were permitted on assets that had already shown credit deterioration at the time of purchase (also known as PCD assets). In response to this question, the ASU permits organizations to record expected recoveries on PCD assets. In addition to other narrow technical improvements, the ASU also reinforces existing guidance that prohibits organizations from recording negative allowance for available-for-sale debt securities.

Based on the Group’s financial instruments and risk management policies as of December 31, 2019, application of the above ASUs in the future may have impact on the measurement of the Group’s financial assets. The expected credit loss model may result in earlier provision of credit losses which are not yet incurred in relation to the Group’s financial assets measured at amortized cost. The Group is in the process of evaluating the impact of the ASUs and expect there’s no material impact to the financial statements.

In January 2017, the FASB issued ASU

2017-04,

“Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. The update simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The update also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The update should be applied on a prospective basis. The nature of and reason for the change in accounting principle should be disclosed upon transition. The update is effective for any annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The guidance should be applied prospectively upon its effective date. The Group is currently evaluating the impact of adopting this guidance.

In August 2018, the FASB issued ASU

2018-13,

“Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement,” which is part of the FASB disclosure framework project to improve the effectiveness of disclosures in the notes to the financial statements. The amendments in the new guidance remove, modify and add certain disclosure requirements related to fair value measurements covered in Topic 820, “Fair Value Measurement.” The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for either the entire standard or only the requirements

that modify or eliminate the disclosure requirements, with certain requirements applied prospectively, and all other requirements applied retrospectively to all periods presented. The Group is currently evaluating the impact of adopting this guidance.

In October 2018, the FASB issued ASU No.

2018-17,

Consolidation: Targeted Improvements to Related Party Guidance for Variable Interest Entities, which modifies the guidance related to indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interest. ASU

2018-17

is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 and early adoption is permitted. The Group is currently evaluating the impact of adopting this guidance.

In March 2019, the FASB issued ASU 2019-01, which added guidance to ASC 842 that is similar to the guidance in ASC 840-10-55-44 and states that, for lessors that are not manufacturers or dealers, the fair value of the underlying asset is its cost, less any volume or trade discounts, as long as there isn’t a significant amount of time between acquisition of the asset and lease commencement. The amendments also clarify that lessors in the scope of ASC 942 must classify principal payments received from sales-type and direct financing leases in investing activities in the statements of cash flows. In addition, the amendments clarify that entities are not subject to the transition disclosure requirements in ASC 250-10-50-3 related to the effect of an accounting change on certain interim period financial information. The Group anticipates that the adoption of ASU 2019-01 will not have material impact on the Group’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes.”

The ASU is expected to reduce cost and complexity related to the accounting for income taxes by removing specific exceptions to general principles in Topic 740 (eliminating the need for an organization to analyze whether certain exceptions apply in a given period) and improving financial statement preparers’ application of certain income tax-related guidance. This ASU is part of the FASB’s simplification initiative to make narrow-scope simplifications and improvements to accounting standards through a series of short-term projects. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Group is currently assessing the impact that ASU 2019-12 will have on its consolidated financial statements.

Summary of significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of financial information of the Group's consolidated VIEs and VIEs' subsidiaries, including total assets, total liabilities, total equity, net revenues, total operating expenses, net income (loss) attributable to the Company and cash flows after intercompany eliminations


	As of December 31,
	2018			2019
	RMB			RMB
Total assets		5,974,238			10,388,986

Total current liabilities		(3,753,295	)		(3,957,003	)

Total liabilities		(3,757,210	)		(4,002,131	)


	2017			2018			2019
	RMB			RMB			RMB
Net revenues		1,583,466			2,455,488			3,613,683
Total operating expenses		(5,243,573	)		(5,826,283	)		(6,095,095	)
Net loss		(3,784,932	)		(3,531,460	)		(2,206,270	)


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Net cash (used in) provided by operating activities		(801,931	)		(294,853	)		4,807,929
Net cash provided by (used in) investing activities		1,435,001			(48,162	)		(2,206,121	)
Net cash provided by (used in) financing activities		1,144,728			(17,698	)		(13,125	)

Schedule of classification and estimated useful lives of plant and equipment


Classification	Estimated useful life
Buildings		20 t o 30 years
Furniture, fixtures and equipment		2 to 10 years
Leasehold improvements		Shorter of lease term or the estimated useful life of lease improvements
Motor vehicles		4 to 5 years
Software		3 years

Schedule of estimated economic lives of the intangible assets


Classification	Estimated economic life
Customer relationships		4-14 years
Trademarks		2-5 years
Non-compete agreement		3 years
Domain names		2-3 years
Payment license		Indefinite life

Schedule of fair value measurements of the Group's assets that are measured at fair value on a recurring basis in periods subsequent to their initial recognition

Fair Value Measurements at Reporting Date Using

Description

As of

December 31,

201

Quoted Prices

in Active

Markets for

Identical Assets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Unobservable

Inputs

(Level 3)

RMB

Other investments:

- Equity investments with readily determinable
fair value

217,036

—

Available-for-sale

debt securities

130,358

—

130,358

—


				Fair Value Measurements at Reporting Date Using
Description	As of December 31, 2019			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	RMB			RMB		RMB		RMB
Other investments:
- Equity investments with readily determinable fair value		506,302			506,302		—		—
Other liabilities:
- Financial guarantee		(8,847	)		—		—		(8,847	)
- Liability for cash-settled share-based compensation arrangements		(5,726	)		—		—		(5,726	)

Significant acquisition and equity transactions (Tables)

12 Months Ended

Dec. 31, 2019

Significant acquisition and equity transactions

Schedule of estimated fair values for major classes of assets acquired and liabilities assumed


	RMB			Weighted average amortization period (in years)
Consideration:
Cash		2,925,000
Consideration payable		25,000

Total consideration transferred		2,950,000

Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents		175,822
Accounts receivable		6,420
Other receivables and prepayments		537,182
Inventories		46,603
Amounts due from related parties		12,821
Other long-term assets		25,000
Deferred tax assets, net		51,252
Property and equipment		461,408			14~20
Land use rights		837,160			30~40
Construction in progress		207,707
Investment in equity method investees		2,322,375

Total assets acquired		4,683,750
Accounts payable		(69,427	)
Advances from customers		(42,795	)
Accrued expenses and other current liabilities		(179,574	)
Amounts due to related parties		(282,106	)
Deferred income		(194,162	)
Bank borrowings		(709,954	)
Financial guarantee		(8,847	)
Deferred tax liabilities		(91,272	)
Total liabilities assumed		(1,578,137	)

Net assets acquired		3,105,613
Non-controlling interests		(314,537	)
Goodwill		158,924

		2,950,000

Accounts receivable, net (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of components of accounts receivable, net


	As of December 31,
	2018			2019
	RMB			RMB
Other trade receivables (Note a)		5,302,391			1,051,707
Delivery service providers (Note b)		297,242			—
Others (Note c)		192,642			355,837

Subtotal		5,792,275			1,407,544

Less: allowance for doubtful accounts		(117,544	)		(111,778	)

Total		5,674,731			1,295,766

Note:

(a)

The Group provides consumer financing to certain customers as part of the Group’s Internet financing business. As of December 31, 2018 and 2019, RMB 1.2 billion and

nil

receivables from customer financing were collateralized for the issuance of asset-backed debts, respectively. Details of the securitization debt are set out in Note

(b)

For certain sales transactions, third

party delivery service providers will collect payments from the Group’s customers upon delivery of goods, and remit such payments back to the Group on a periodic basis.

(c)

Others mainly represent receivables from online promotional and advertising services as well as warehousing services to the Group’s vendors.

Accounts receivable, net

Schedule of movement of allowance for doubtful debts


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Allowance for doubtful accounts:
Balance at beginning of the year		(46,209	)		(124,891	)		(117,544	)
Provision for allowance during the year		(111,183	)		(166,396	)		(155,242	)
Write-offs during the year		32,501			173,743			161,008

Balance at end of the year		(124,891	)		(117,544	)		(111,778	)

Other receivables and prepayments, net (Tables)

12 Months Ended

Dec. 31, 2019

Other receivables and prepayments, net

Schedule of components of other receivables and prepayments, net


	As of December 31,
	2018			2019
	RMB			RMB
Deposits (Note a)		436,402			324,018
VAT and EIT recoverable		770,949			1,567,589
Interest receivable		100,402			22,578
Advances to suppliers related to financing activities (Note b)		1,269,898			37,442
Prepayment to suppliers related to procurement activities		707,233			593,117
Prepaid expense		119,436			62,160
Others		230,024			324,877

Subtotal		3,634,344			2,931,781

Less: allowance for doubtful accounts		(39,608	)		(33,888	)

Total		3,594,736			2,897,893

Note:

(a)

Deposits consist of amounts paid to vendors for advertising and rentals.

(b)

The Group provides financing to some of its suppliers by advancing them cash, and holds portions of accounts payables the Group owed to them as pledges with interest bearing from 8% to 18%.

Schedule of movement of allowance for doubtful debts


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Allowance for doubtful accounts:
Balance at beginning of the year		(23,418	)		(43,097	)		(39,608	)
Provision for allowance during the year		(19,679	)		(5,220	)		(10,456	)
Write-offs during the year		—			8,709			16,176

Balance at end of the year		(43,097	)		(39,608	)		(33,888	)

Property and equipment, net (Tables)

12 Months Ended

Dec. 31, 2019

Property and equipment, net

Schedule of property and equipment, net


	As of December 31,
	2018			2019
	RMB			RMB
Cost:
Buildings		4,113,753			6,689,846
Furniture, fixtures and equipment		2,709,502			3,137,031
Leasehold improvements		407,330			840,895
Motor vehicles		422,902			382,218
Software		60,858			69,898
Construction in process		3,179,701			3,712,357

Sub-total		10,894,046			14,832,245
Less: A ccumulated depreciation		(2,362,563	)		(3,092,864	)
Less: A ccumulated impairment		—			(482,571	)

Property and equipment, net		8,531,483			11,256,810

Schedule of depreciation expenses charged into income statement


	Year ended December 31,
	2017		2018		2019
	RMB		RMB		RMB
Depreciation expenses were charged to:
Fulfillment expenses		329,945		402,942		456,678
Marketing expenses		305		380		23,179
Technology and content expenses		312,506		282,020		232,944
General and administrative expenses		78,084		84,948		117,567

Total		720,840		770,290		830,368

Land use rights, net (Tables)

12 Months Ended

Dec. 31, 2019

Land use rights, net

Schedule of land use rights, net


	As of December 31,
	2018			2019
	RMB			RMB
Land use right		4,053,855			5,868,774
Less: accumulated amortization		(168,277	)		(272,658	)
Less: impairment		—			(55,008	)

Land use rights, net		3,885,578			5,541,108

Intangible assets, net (Tables)

12 Months Ended

Dec. 31, 2019

Intangible assets, net

Schedule of intangible assets, net


	As of December 31, 2018										As of December 31, 2019
	Cost		Accumulated amortization (Note a)			Impairment			Net amount		Cost		Accumulated amortization (Note a)			Impairment			Net amount
	RMB		RMB			RMB			RMB		RMB		RMB			RMB			RMB
Domain names		15,040		(15,040	)		—			—		14,396		(14,396	)		—			—
Customer Relationships		313,303		(299,317	)		—			13,986		313,303		(313,303	)		—			—
Trademarks		888,538		(885,674	)		—			2,864		888,480		(886,948	)		—			1,532
Non-compete agreement		70,127		(70,127	)		—			—		70,127		(70,127	)		—			—
Payment license (Note b)		319,660		—			—			319,660		319,660		—			—			319,660
Others		44,823		(11,318	)		(16,907	)		16,598		41,479		(8,454	)		(16,907	)		16,118

Total		1,651,491		(1,281,476	)		(16,907	)		353,108		1,647,445		(1,293,228	)		(16,907	)		337,310

Note:

(a)

December 31, 2020, 2021, 2022, 2023 and 2024, respectively.

(b)

Investment in equity method investees (Tables)

12 Months Ended

Dec. 31, 2019

Investment in equity method investees

Schedule of Investment in equity method investees


	As of December 31,
	2018		2019
	RMB		RMB
Kunshan Baowei Information Technology Limited (“Kunshan Baowei”) (i)		271,959		294,527
Shenzhen Tencent Puhe Limited Partnership (“Tencent Puhe”) (ii)		293,481		251,915
Sequoia Fashion and Technology Industry Fund Investment Limited Partnership (“Sequoia Fashion and Technology”) (iii)		—		96,712
Shanjing business management (Ningbo) Co., Ltd (“Ningbo Shanjin”) (iv)		—		829,410
Shanxi Tianmei Shan Shan Outlets Shopping Mall Co., Ltd (“Shanxi Shan Shan”) (iv)		—		510,223
Zhengzhou Shan Shan Outlets Shopping Mall Co., Ltd (“Zhengzhou Shan Shan”) (iv)		—		470,934
Harbin Shan Shan Chunxiaqiudong Properties Co., Ltd (“Harbin Shan Shan”) (iv)		—		440,821
Gansu Shan Shan Outlets Shopping Mall Co., Ltd (“Gansu Shan Shan”) (iv)		—		123,758
Others		101,987		94,652

Total		667,427		3,112,952

The Group’s principal equity method investments and its ownership interest (direct and indirect) for each at December 31, 2018 and 2019 are as follows:

(i)

(ii)

In May 2018, the Group acquired 14% limited partnership interest in Tencent Puhe, which is a PRC limited partnership company, for a total consideration of RMB362.5 million.

(iii)

(iv)

In July 2019

, the Group acquired equity interests of 54

%, 60

%, 51

% ,60

% and 41

Other investments (Tables)

12 Months Ended

Dec. 31, 2019

Other investments

Schedule of other investments


	As of December 31, 2018
	Original cost		Unrealized gains		Accumulated impairment			Translation difference		Balance as of year end
	RMB		RMB		RMB			RMB		RMB
Equity investments with readily determinable fair value (Note a)		149,406		105,235		(48,634	)		11,029		217,036
Available-for-sale debt securities (Note b)		160,314		—		(35,073	)		5,117		130,358
Equity investments without readily determinable fair value s (Note c)		1,231,238		68,163		(225,206	)		48,962		1,123,157

Total		1,540,958		173,398		(308,913	)		65,108		1,470,551


	As of December 31, 2019
	Original cost		Unrealized gains		Accumulated impairment			Translation difference		Balance as of year end
	RMB		RMB		RMB			RMB		RMB
Equity investments with readily determinable fair value (Note a)		268,910		270,966		(48,634	)		15,060		506,302
Available-for-sale debt securities (Note b)		112,314		—		(118,689	)		6,375		—
Equity investments without readily determinable fair value s (Note c)		1,643,635		68,163		(269,179	)		53,835		1,496,454

Total		2,024,859		339,129		(436,502	)		75,270		2,002,756

Note:

(a)

Equity investments with readily determinable fair value

Gain on disposal of the investment was recorded to net income at the amount of RMB55,615, nil and RMB190 during the year

ended December 31, 2017, 2018 and 2019, respectively. No impairment loss

was recorded

for the year

ended December 31, 2017, 2018 and 2019.

The Group recorded unrealized (loss) gain of RMB(442), RMB105,235 and RMB165,731 according to the changes of the fair values of these investments during the year

ended December 31, 2017, 2018 and 2019, respectively.

(b)

Available-for-sale

debt securities

For other available-for-sale debt securities, the Group recorded impairment of RMB15,000, RMB20,073 and RMB83,616 during

the

year

ended December 31, 2017, 2018 and 2019, respectively.

(c)

Equity investments without readily determinable fair values

The principal additions during the year

ended December 31, 2018 and 2019 are as follow:

In March 2018, the Group entered into an agreement and committed to invest up to US$250 million

(

approximately RMB1,740 million

)

into a private equity fund. During the year ended December 31, 2019, the Group further invested US$58.4

million

(

approximately RMB407 million

)

to the fund. As of December 31, 2018 and 2019, the Group’s total contribution to the fund amounted to RMB126.1 million and RMB535.4 million respectively.

In June 2018, the Group invested in Guofu Life Insurance Co., Ltd for consideration of RMB240.0 million, which mainly engaged in domestic insurance services.

In June 2018, the Group invested RMB144.4 million in a private company, which mainly engaged in global high-quality food sales via mobile apps.

ended December 31, 2017, 2018 and 2019 respectively for the other equity investments without readily determinable fair values.

Other long-term assets, net (Tables)

12 Months Ended

Dec. 31, 2019

Other long-term assets

Schedule of other long-term assets


	As of December 31,
	2018			2019
	RMB			RMB
Deposit for land use rights		105,840			4,040
Long - term trade receivables (Note a)		221,000			130,429
Long - term loan receivables (Note b)		5,586			415,092
Loan to staff		67,810			71,052

Subtotal		400,236			620,613

Less: allowance for doubtful accounts		(3,789	)		(12,540	)

Total		396,447			608,073

Note:

(

)

The Group provides consumer financing to certain customers as part of the Group’s internet financing business with instalment payment

terms of

up to 24 months.

The Group records the consumer financing receivables which are expected to be settled more than one year from the balance sheet date as long

term trade receivables.

(b)

The Group provides interest bearing loans of RMB380 million

certain

non-controlling interest

Accrued expenses and other current liabilities (Tables)

12 Months Ended

Dec. 31, 2019

Accrued expenses and other current liabilities

Schedule of accrued expenses and other current liabilities


	As of December 31,
	2018		2019
	RMB		RMB
Accrued advertising expense		821,059		1,011,400
Accrued shipping and handling expenses		418,187		925,864
Accrued payroll and social benefits		1,027,288		896,365
Deposits from delivery service providers		379,403		475,497
Income tax payables		269,580		652,624
Other tax payables (Note a)		948,754		690,338
Accrued rental expenses		73,614		73,861
Accrued administrative expenses		440,784		384,427
Amounts received on behalf of third-party merchants (Note b)		741,109		946,100
Refund liability (Note c)		190,383		225,274
Others		202,444		252,825

Total		5,512,605		6,534,575

Note:

(a)

E-commerce

Retail Imports.

(b)

Amounts represent the cash collected on behalf of third-party merchants which the Group provides platform access for sales of their products.

(c)

Short-term loans (Tables)

12 Months Ended

Dec. 31, 2019

Short-term loans

Components of the outstanding short term loans


	As of December 31,
	2018		2019
	RMB		RMB
RMB denominated		1,000,000		627,608
U.S. dollar denominated		343,160		466,037

Total		1,343,160		1,093,645

Leases (Tables)

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Details of information relating to lease

Supplemental balance sheet information related to the leases

re as follows:


	As of December 31, 2019
	RMB
ROU assets		1,715,556
Operating lease liabilities—current		333,268
Operating lease liabilities—non - current		1,395,665
Weighted-average remaining lease term		4.71
Weight-average discount rate		4.86	%

Details of component of lease cost

The components of lease costs of these operating leases for the year ended December 31, 2019 are as follow:


	Year Ended December 31, 2019
	RMB
Operating lease cost for fixed payments		388,976
Short - term lease cost s		327,972
Variable lease cost s		29,286

Total l ease cost s		746,234

Summary of supplemental cash flow information

The following table provides supplemental cash flow information related to leases:


	Year Ended December 31, 2019
	RMB
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases		370,606
Supplemental noncash information:
Right-of-use assets obtained		2,071,948
Decrease of right-of-use assets for early terminations		(36,142	)

Summary of Maturities of lease liabilities

The following table provides the maturities of lease liabilities at December 31, 2019:


	Operating leases
Maturities of lease l iabilities at December 31, 2019
2020		420,840
2021		424,996
2022		411,335
2023		363,190
2024		266,492
2025 and thereafter		150,409

Total future undiscounted lease payments		2,037,262
Less : imputed interest		308,329

Total present value of lease liabilities		1,728,933

Non-controlling interests (Tables)

12 Months Ended

Dec. 31, 2019

Non-controlling interests

Schedule Of Non-controlling Interest


	Non-controlling interests
	RMB
Balance as of December 31, 2016		49,624

Net loss attributable to non-controlling interests		(57,222	)
Acquisition of additional equity interests in subsidiaries		(36,345	)
Balance as of December 31, 2017		(43,943	)
Net income attributable to non-controlling interests		4,685
Acquisition of additional equity interests in subsidiaries		(12,764	)
Capital contribution from non-controlling interests shareholders		1,000

Balance as of December 31, 2018		(51,022	)
Net loss attributable to non-controlling interests		(30,399	)
Acquisition of additional equity interests in subsidiaries (i)		(16,400	)
Dilution in non-controlling interests due to the Group’s contribution to its subsidiary (ii)		97,875
Capital contribution from non-controlling interests shareholders (iii)		107,950
Non-controlling interests arising from the acquisition of Shan Shan Outlets (iv)		314,537

Balance as of December 31, 2019		422,541

(i)

During the year ended December 31, 2019, the Group purchased additional equity interests of RMB16,400 of certain subsidiaries mainly providing logistics services.

(ii)

(iii)

(iv)

Schedule of ownership interests in subsidiaries


	Year ended December 31,
	2017		2018			2019
	RMB		RMB			RMB
Net income attributable to Vipshop Holdings Limited’s shareholders		1,949,655		2,128,787			4,016,832

Transfers from (to) the non-controlling interests:
Increase (decrease) in the Company’s additional paid-in capital in relation to the acquisitions of additional equity interests in subsidiaries		9,914		(5,935	)		(10,497	)
Decrease in the Company’s additional paid-in capital in relation to contribution to its subsidiary		—		—			(97,875	)

Net transfers from (to) non-controlling interests		9,914		(5,935	)		(108,372	)

Changes from net income attributable to Vipshop Holdings Limited’s shareholders and transfers from (to) non-controlling interests		1,959,569		2,122,852			3,908,460

Other operating income (Tables)

12 Months Ended

Dec. 31, 2019

Other operating income.

Schedule of components of other operating income


	Year ended December 31,
	2017		2018		2019
	RMB		RMB		RMB
Government grants		347,817		553,153		427,832
Claims income		68,993		101,778		96,388
Others		114,245		102,131		121,193

Total other operating income		531,055		757,062		645,413

Income taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income taxes

Schedule of income (loss) by tax jurisdictions


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Income from China operations		3,320,283			3,770,270			5,161,228
Loss from non-China operations		(779,430	)		(1,023,195	)		(218,423	)

Total income before tax and share of loss of equity - method investees		2,540,853			2,747,075			4,942,805


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Income tax expenses applicable to China and Hong Kong operations
Current tax (Note)		780,013			682,309			974,207
Deferred tax		(153,873	)		(115,705	)		9,347

Total tax expenses		626,140			566,604			983,554

Schedule of reconciliation of the income tax expense to income before income tax expense and share of loss of affiliates


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Income before income tax and share of loss of affiliates		2,540,853			2,747,075			4,942,805
Computed income tax expense at PRC EIT tax rate		635,213			686,769			1,235,701
Effect of non-deductible expenses, including:
-Share-based compensation expenses		166,774			167,803			163,033
-Other non-deductible expenses		67,911			65,497			36,838
Effect of different tax rates of subsidiaries operating in other jurisdiction		8,634			10,454			17,834
Effect of tax holidays on concessionary rates granted to PRC subsidiaries		(329,048	)		(397,437	)		(562,898	)
Effect of non-taxable income		(30,075	)		(58,053	)		(15,800	)
Change in valuation allowance		106,731			91,571			108,846

Income tax expenses		626,140			566,604			983,554

Schedule of aggregate amount and per share effect of the tax holidays and tax concessions


	Year ended December 31,
	2017		2018		2019
	RMB		RMB		RMB
The aggregate effect		329,048		397,437		562,898
Per share effect:
Class A and Class B ordinary share:
—basic		2.80		3.00		4.22
—diluted		2.62		2.84		4.14

Schedule of the principal components of deferred tax assets


	As of December 31,
	2018			2019
	RMB			RMB
Deferred tax assets:
Net operating loss carry forwards		356,293			322,464
Allowance for doubtful debts		44,621			46,691
Impairment of other investments		13,980			32,063
Inventory write-down		126,755			171,884
Payroll payable and other accruals		14,750			14,751
Deferred income		178,910			277,658
Impairment of property and equipment		—			117,837
Impairment of land use rights		—			13,752
Others		6,093			3,939
Less: valuation allowance		(352,632	)		(461,478	)

Total deferred tax assets-non - current		388,770			539,561


	As of December 31,
	2018		2019
	RMB		RMB
Deferred tax liability:
Intangible assets		4,960		—
Fair value adjustments of long-lived assets from business acquisition		—		89,217
Revaluation of other investments		—		36,385
Others		—		39,496

Total deferred tax liability-non-current		4,960		165,098

Earnings per share (Tables)

12 Months Ended

Dec. 31, 2019

Earnings per share

Schedule of calculations of basic earnings per share and diluted earnings per share

Basic earnings per share and diluted earnings per share have been calculated for the years ended December

2017

2018

and

2019

as follows:


	Year ended December 31,
	2017		2018		2019
	Class A and Class B		Class A and Class B		Class A and Class B
	RMB		RMB		RMB
Basic earnings per share attributable to Vipshop Holdings Limited’s ordinary shareholders:

Numerator:
Earnings attributable to Class A and Class B ordinary shareholders for computing basic earnings per Class A and Class B ordinary share		1,949,655		2,128,787		4,016,832
Denominator:
Weighted average number of Class A and Class B ordinary shares outstanding for computing basic earnings per Class A and Class B ordinary share		117,554,229		132,266,157		133,524,129

Basic earnings per Class A and Class B ordinary shares		16.59		16.09		30.08

Diluted earnings per share for the years ended December 31, 2017, 2018 and 2019 are calculated as follows:


	Year ended December 31,
	2017		2018		2019
	Class A and Class B		Class A and Class B		Class A and Class B
	RMB		RMB		RMB
Diluted earnings per share:

Numerator:
Earnings attributable to Class A and Class B ordinary shareholders for computing basic earnings per Class A and Class B ordinary share		1,949,655		2,128,787		4,016,832
Interest expenses from Convertible Senior Notes		54,673		57,293		9,062
Net earnings attributable to Class A and Class B ordinary shareholders for computing diluted earnings per Class A and Class B ordinary share		2,004,328		2,186,080		4,025,894
Denominator:
Weighted average number of Class A and Class B ordinary shares outstanding for computing basic earnings per Class A and Class B ordinary share		117,554,229		132,266,157		133,524,129
Dilutive employee share options and non-vested ordinary shares		1,900,201		1,562,347		1,289,127
Dilutive convertible senior notes		6,261,403		6,255,106		1,268,159

Weighted average number of Class A and Class B ordinary shares outstanding for computing diluted earnings per Class A and Class B ordinary share		125,715,833		140,083,610		136,081,415
Diluted earnings per Class A and Class B ordinary shares		15.94		15.61		29.58

Accumulated other comprehensive loss (Tables)

12 Months Ended

Dec. 31, 2019

Accumulated other comprehensive loss

Schedule of accumulated other comprehensive income by component

The changes in accumulated other comprehensive loss by component are as follows:


	Cumulative Translation Adjustments			Unrealized Gain and (Loss) on Available-for-sale Securities			Total
	RMB			RMB			RMB
Balance as of January 1, 2017		(366,148	)		22,540			(343,608	)

Foreign currency translation, net of tax of nil		342,348			—			342,348
Fair value changes of available-for-sale investments, net of tax of nil		—			32,633			32,633
Reclassification adjustment for gains included in net income, net of tax of nil		—			(55,615	)		(55,615	)

Balance as of December 31, 2017		(23,800	)		(442	)		(24,242	)

Adoption of ASU 2016-01		—			442			442
Foreign currency translation, net of tax of nil		(7,083	)		—			(7,083	)

Balance as of December 31, 2018		(30,883	)		—			(30,883	)

Foreign currency translation, net of tax of nil		(25,773	)		—			(25,773	)

Balance as of December 31, 2019		(56,656	)		—			(56,656	)

Related party transactions (Tables)

12 Months Ended

Dec. 31, 2019

Related party transactions

Schedule of material related party transactions


	Year ended December 31,
	2017		2018		2019
	RMB		RMB		RMB
Purchase of goods		213,350		340,356		1,451,404
Purchase of services		1,001		317,921		462,126
Provision of services		1,825		6,300		44,420
Sales of product		—		—		111,510

Share-based payments (Tables)

12 Months Ended

Dec. 31, 2019

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of assumptions used in determining the fair value of the share options


Assumptions	2017
Expected dividend yield		0%
Risk-free interest rate		1.96%
Expected volatility		61.0%
Expected life		5 years
Exercise multiples		2.80 times
Weighted average fair value of underlying ordinary shares (US$/share)		25.09

Schedule of share option movements


	Options outstanding			Weighted average exercise price per share		Weighted average remaining contractual years to expiry per share		Weighted average fair value at grant date		Weighted average intrinsic value per option		Aggregate intrinsic value
	US$							US$		US$		US$
Outstanding as of December 31, 2016		1,872,941			0.78		4,97 years

Granted		1,320,000			68.35		4.00 years
Exercised		(454,708	)		1.95		3.75 years

Outstanding as of December 31, 2017		2,738,233			33.50		4.14 years

Exercised		( 356,736	)		1.65		2.77 years

Outstanding as of December 31, 2018		2,381,497			26.61		3.05 years

Exercised		(85,706	)		0.50		1.21 years

Outstanding as of December 31, 2019		2,295,791			27.59		2.09 years

Non-vested as of December 31, 2019		357,500
Options vested and expected to vest as of December 31, 2019		2,295,791			27.59		2.09 years		18.31		43.26		99,318,793
Exercisable as of December 31, 201 9		1,938,291			23.95		2.10 years		16.47		46.90		90,908,615

Schedule of non-vested shares movement


	Non-vested shares outstanding
Outstanding as of January 1, 2017		2,419,865

Granted		2,900,580
Vested		(925,623	)
Forfeited		(464,564	)

Outstanding as of December 31, 2017		3,930,258
Granted		1,102,576
Vested		(1,322,560	)
Forfeited		(786,772	)

Outstanding as of December 31, 2018		2,923,502

Granted		2,418,556
Vested		(1,102,773	)
Forfeited		(839,468	)

Outstanding as of December 31, 2019		3,399,817

Schedule of share-based compensation expenses


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Fulfillment expenses		(73,235	)		(73,151	)		(112,683	)
Marketing expenses		(40,364	)		(41,063	)		(35,038	)
Technology and content expenses		(206,073	)		(203,594	)		(180,493	)
General and administrative expenses		(347,426	)		(353,402	)		(359,869	)

		(667,098	)		(671,210	)		(688,083	)

Shan Shan Plan [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of assumptions used in determining the fair value of the share options


Assumptions		2019
Expected dividend yield		0%
Risk-free interest rate		2.53%~2.81%
Expected volatility		23.41%~24.02%

Total fair value of underlying registered capital		226,756

Segment information (Tables)

12 Months Ended

Dec. 31, 2019

Segment information

Summary of operating segment results


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Net revenues
Vip.com		72,875,234			84,159,609			91,435,282
Shan Shan Outlets		—			—			245,817
Others		249,726			753,752			2,638,702
Inter-segment revenues (Note a)		(212,647	)		(389,413	)		(1,325,383	)

Total net revenues		72,912,313			84,523,948			92,994,418
Income (loss) from operations
Vip.com		4,063,238			3,353,658			5,267,814
Shan Shan Outlets		—			—			6,255
Others		(366,025	)		(215,459	)		227,719
Unallocated expenses (Note b)		(1,006,767	)		(717,086	)		(728,414	)

Total income from operations		2,690,446			2,421,113			4,773,374
Total other (expenses) income		(149,593	)		325,962			169,431

Income before income taxes and share of loss of equity - method investees		2,540,853			2,747,075			4,942,805

Schedule of depreciation of property and equipment, net (included in the measurement of segment profit or loss)


	Year ended December 31,
	2017		2018		2019
	RMB		RMB		RMB
Total depreciation of property and equipment, net
Vip.com		714,656		715,087		771,049
Shan Shan Outlets		—		—		22,551
Others		6,184		55,203		36,768

		720,840		770,290		830,368

Note:

(a)

Inter-segment revenues mainly consist of payment processing, financing services provided by

the internet finance business to Vip.com, promotion services provided by Vip.com to internet finance business and internal procurement between offline shops and Vip.com.

(b)

Unallocated expenses include share-based compensation and amortization of intangible assets resulting from assets and business acquisitions, which are not allocated to segments.

Schedule of interest income and expenses


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Interest income
Vip.com		192,052			232,494			167,550
Shan Shan Outlets		—			—			11,746
Others		4,252			36,946			54,765
Inter-segment interest income		(95,179	)		(26,568	)		(17,034	)

		101,125			242,872			217,027

Interest expense
Vip.com		(55,821	)		(103,504	)		(42,424	)
Shan Shan Outlets		—			—			(8,989	)
Others		(121,793	)		(82,808	)		(51,625	)
Inter-segment interest income		95,179			26,568			17,034

		(82,435	)		(159,744	)		(86,004	)


	Year ended December 31,
	2017			2018			2019
	RMB			RMB			RMB
Net income of investments accounted under the equity method
Vip.com		(22,280	)		(46,999	)		(25,590	)
Shan Shan Outlets		—			—			52,772

		(22,280	)		(46,999	)		27,182

Schedule of information about segment assets


	Year ended December 31,
	2018		2019
	RMB		RMB
Total assets
Vip.com		34,867,619		37,727,525
Shan Shan Outlets		—		5,732,260
Others		8,695,044		5,122,893

		43,562,663		48,582,678

Investments in equity - method investees
Vip.com		667,427		737,806
Shan Shan Outlets		—		2,375,146

		667,427		3,112,952

Total expenditure for additions of long-lived assets
Vip.com		3,556,067		3,260,978
Shan Shan Outlets		—		641,722
Others		37,893		374,973

		3,593,960		4,277,673

Schedule of revenues from different product groups and services


	Year ended December 31,
	2017		2018		2019
	RMB		RMB		RMB
Product revenues
Apparel		24,642,418		30,446,797		33,575,532
Shoes and bags		8,340,015		8,442,178		9,045,520
Cosmetics		10,607,267		11,700,310		14,645,878
Sportswear and sporting goods		4,747,077		5,699,740		7,333,523
Home goods and other lifestyle products		9,875,682		9,808,677		8,306,962
Toys, kids and baby		6,978,246		8,013,615		10,096,808
Other goods		5,980,948		7,398,958		5,717,088

		71,171,653		81,510,275		88,721,311
Other revenues		1,740,660		3,013,673		4,273,107

Total net revenues		72,912,313		84,523,948		92,994,418

Summary of Significant Accounting Policies (Details) ¥ in Thousands, $ in Thousands		12 Months Ended
	Nov. 30, 2019 CNY (¥)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)	Dec. 31, 2019 USD ($)	Jan. 01, 2019 CNY (¥)
Current liabilities:
Total current liabilities		¥ (23,925,635)		¥ (25,945,959)		$ (3,436,702)
Total liabilities		(26,332,981)		(26,351,870)		(3,782,496)
Results of operation of the VIE
Net revenues		92,994,418	$ 13,357,812	84,523,948	¥ 72,912,313
Total operating expenses		(16,552,267)	(2,377,584)	(15,404,916)	(14,134,451)
Net loss		3,986,433	572,615	2,133,472	1,892,433
Net cash (used in) provided by operating activities		12,290,183	1,765,374	5,745,748	981,251
Net cash provided by (used in) investing activities		(8,240,560)	(1,183,684)	(6,693,812)	(2,032,606)
Net cash provided by (used in) financing activities		(6,256,700)	(898,718)	586,968	7,169,824
Accounts receivable, net
Allowance For Credit Losses		63,833		3,789
Goodwill impairment loss		278,263	$ 39,970
Operating Lease Right Of Use Asset		1,715,556				$ 246,424
Operating Lease Liability		1,728,933
Asset impairment		482,571
General and Administrative Expense [Member]
Accounts receivable, net
Asset impairment		(482,600)
ASU 2016-02
Accounts receivable, net
Operating Lease Right Of Use Asset							¥ 451,390
Operating Lease Liability							¥ 451,390
Logistic Business [Member]
Accounts receivable, net
Goodwill impairment loss		¥ 278,263
Logistic Business [Member] \| General and Administrative Expense [Member]
Accounts receivable, net
Severance Costs	¥ 652,000
Asset impairment	¥ 154,200
Maximum
Accounts receivable, net
Extension of loan period		24 months	24 months
Minimum
Accounts receivable, net
Extension of loan period		3 months	3 months
Consolidated VIEs and VIEs' subsidiaries
Financial position of the VIE
Total assets		¥ 10,388,986		5,974,238
Current liabilities:
Total current liabilities		(3,957,003)		(3,753,295)
Total liabilities		(4,002,131)		(3,757,210)
Results of operation of the VIE
Net revenues		3,613,683		2,455,488	1,583,466
Total operating expenses		(6,095,095)		(5,826,283)	(5,243,573)
Net loss		(2,206,270)		(3,531,460)	(3,784,932)
Net cash (used in) provided by operating activities		4,807,929		(294,853)	(801,931)
Net cash provided by (used in) investing activities		(2,206,121)		(48,162)	1,435,001
Net cash provided by (used in) financing activities		¥ (13,125)		¥ (17,698)	¥ 1,144,728
Vipshop E-Commerce \| Mr. Shen
Principles of consolidation
Equity interest (as a percent)		66.67%				66.67%
Vipshop E-Commerce \| Mr. Arthur Xiaobo Hong
Principles of consolidation
Equity interest (as a percent)		33.33%				33.33%

Summary of Significant Accounting Policies - Intangible assets, net (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)	Mar. 17, 2014
Property and equipment, net
Residual value of furniture, fixtures and equipment and motor vehicles (as a percent)	5.00%	5.00%
Impairment of long-lived assets (other than goodwill and intangible assets with indefinite life)
Impairments	¥ 537,579	$ 77,218	¥ 0	¥ 0
Cost of revenues
Inventory write-down	347,498	$ 49,915	440,823	206,733
Marketing expenses
Advertising expenses	¥ 2,234,291		1,651,996	1,526,815
Non-compete agreement
Intangible assets, net
Estimated economic life	3 years	3 years
Minimum
Capitalization of interest
Interest rate (as a percent)	6.00%	6.00%
Leases [Abstract]
Operating Leases for lease Terms	3 years	3 years
Minimum \| Customer relationships
Intangible assets, net
Estimated economic life	4 years	4 years
Minimum \| Trademarks
Intangible assets, net
Estimated economic life	2 years	2 years
Minimum \| Domain names
Intangible assets, net
Estimated economic life	2 years	2 years
Maximum
Capitalization of interest
Interest rate (as a percent)	10.00%	10.00%
Leases [Abstract]
Operating Leases for lease Terms	5 years	5 years
Maximum \| Customer relationships
Intangible assets, net
Estimated economic life	14 years	14 years
Maximum \| Trademarks
Intangible assets, net
Estimated economic life	5 years	5 years
Maximum \| Domain names
Intangible assets, net
Estimated economic life	3 years	3 years
Notes
Capitalization of interest
Interest rate (as a percent)	1.50%	1.50%			1.50%
Interest expenses incurred	¥ 87,631		165,618	97,024
Interest expenses capitalized	¥ 1,627		¥ 5,874	¥ 14,589
Buildings \| Minimum
Property and equipment, net
Estimated useful life	20 years	20 years
Buildings \| Maximum
Property and equipment, net
Estimated useful life	30 years	30 years
Furniture, fixtures and equipment \| Minimum
Property and equipment, net
Estimated useful life	2 years	2 years
Furniture, fixtures and equipment \| Maximum
Property and equipment, net
Estimated useful life	10 years	10 years
Motor vehicles \| Minimum
Property and equipment, net
Estimated useful life	4 years	4 years
Motor vehicles \| Maximum
Property and equipment, net
Estimated useful life	5 years	5 years
Software
Property and equipment, net
Estimated useful life	3 years	3 years

Summary of Significant Accounting Policies - Foreign Currency Transactions and Translations (Details)	1 Months Ended	3 Months Ended	4 Months Ended	8 Months Ended	12 Months Ended
	Apr. 30, 2019	Mar. 31, 2019	Apr. 30, 2018	Dec. 31, 2018	Dec. 31, 2019 segment	Dec. 31, 2018 segment
Convenience translation
Convenience translation calculated at the rate of US$1.00				6.9618		6.9618
Segment reporting
Number of operating segments					4	2
Minimum
Value added taxes
Rate of VAT levied on PRC subsidiaries of the company (as a percent)	3.00%	6.00%	6.00%	6.00%
Maximum
Value added taxes
Rate of VAT levied on PRC subsidiaries of the company (as a percent)	13.00%	16.00%	17.00%	16.00%

Summary of Significant Accounting Policies - Fair Value of Financial Instruments (Details) ¥ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥) segment	Dec. 31, 2018 CNY (¥) segment
Fair value of financial instruments
Available-for-sale debt securities		¥ 130,358
Segment reporting
Number of Operating Segments \| segment	4	2
Financial Guarantee
Fair value of financial instruments
Other liabilities	¥ (8,847)
Share Based Compensation
Fair value of financial instruments
Other liabilities	(5,726)
Level 3 \| Financial Guarantee
Fair value of financial instruments
Other liabilities	(8,847)
Level 3 \| Share Based Compensation
Fair value of financial instruments
Other liabilities	(5,726)
Recurring
Fair value of financial instruments
Equity investments with readily determinable fair value	506,302	¥ 217,036
Available-for-sale debt securities		130,358
Recurring \| Level 1
Fair value of financial instruments
Equity investments with readily determinable fair value	¥ 506,302	217,036
Recurring \| Level 2
Fair value of financial instruments
Available-for-sale debt securities		¥ 130,358

Significant acquisition and equity transactions - Shan Shan Outlets (Details) ¥ in Thousands, $ in Thousands	6 Months Ended	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Jul. 10, 2019	Dec. 31, 2018 CNY (¥)
Recognized amounts of identifiable assets acquired and liabilities assumed:
Goodwill	¥ 236,711	¥ 236,711	$ 34,001		¥ 367,106
Goodwill	236,711	236,711	$ 34,001		¥ 367,106
Shan Shan Outlets [Member]
Consideration:
Cash		2,925,000
Consideration payable		25,000
Total consideration transferred	2,950,000	2,950,000
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	175,822	175,822
Accounts receivable	6,420	6,420
Other receivables and prepayments	537,182	537,182
Inventories	46,603	46,603
Amounts due from related parties	12,821	12,821
Other long-term assets	25,000	25,000
Deferred tax assets, net	51,252	51,252
Property and equipment	461,408	461,408
Land use rights	837,160	837,160
Construction in progress	207,707	207,707
Investment in equity method investees	2,322,375	2,322,375
Total assets acquired	4,683,750	4,683,750
Accounts payable	(69,427)	(69,427)
Advances from customers	(42,795)	(42,795)
Accrued expenses and other current liabilities	(179,574)	(179,574)
Amounts due to related parties	(282,106)	(282,106)
Deferred income	(194,162)	(194,162)
Bank borrowings	(709,954)	(709,954)
Financial guarantee	(8,847)	(8,847)
Deferred tax liabilities	(91,272)	(91,272)
Total liabilities assumed	(1,578,137)	(1,578,137)
Net assets acquired	3,105,613	3,105,613
Non-controlling interests	(314,537)	(314,537)
Goodwill	158,924	158,924
Total consideration	2,950,000	2,950,000
Percentage of equity interest acquired				100.00%
Business Combination Consideration	2,950,000	2,950,000
Business combination revenue from acquiree	245,817
Goodwill	158,924	¥ 158,924
Business combination net income loss from acquiree	¥ 31,500
Shan Shan Outlets [Member] \| Minimum
Recognized amounts of identifiable assets acquired and liabilities assumed:
Weighted average amortization period at the acquisition date, Property and equipment,net		14 years
Weighted average amortization period at the acquisition date,Land use rights,net		30 years
Shan Shan Outlets [Member] \| Maximum
Recognized amounts of identifiable assets acquired and liabilities assumed:
Weighted average amortization period at the acquisition date, Property and equipment,net		20 years
Weighted average amortization period at the acquisition date,Land use rights,net		40 years

Revenue (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
Revenue (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Disaggregation of Revenue
Period of unconditional right of return	7 days
Deferred income	¥ 1,954,000	¥ 1,726,000
Number of instalment period	12 months
Amount of unfulfilled performance obligations	¥ 1,410,000	1,118,000
Contract balances
Amount of contract assets balance	151,117	177,783
Contract liabilities	1,954,000	1,726,000
Weipin Coins
Disaggregation of Revenue
Deferred income	138,017	150,240
Amount of unfulfilled performance obligations	355,000	382,000
Contract balances
Contract liabilities	¥ 138,017	¥ 150,240
Maximum
Disaggregation of Revenue
Number of instalment period	24 months

Accounts receivable, net (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)	Dec. 31, 2019 USD ($)
Accounts receivable, net
Subtotal	¥ 1,407,544		¥ 5,792,275
Less: allowance for doubtful accounts	(111,778)		(117,544)
Total	1,295,766		5,674,731		$ 186,125
Allowance for doubtful accounts:
Balance at beginning of the year	(117,544)		(124,891)	¥ (46,209)
Provision for allowance during the year	(229,531)	$ (32,970)	(175,405)	(130,862)
Write-offs during the year	161,008		173,743	32,501
Balance at end of the year	(111,778)		(117,544)	(124,891)
Accounts receivable, net
Allowance for doubtful accounts:
Provision for allowance during the year	(155,242)		(166,396)	¥ (111,183)
Other trade receivables
Accounts receivable, net
Subtotal	1,051,707		5,302,391
Collateralized accounts receivables	0		1,200,000
Delivery service providers
Accounts receivable, net
Subtotal	0		297,242
Others
Accounts receivable, net
Subtotal	¥ 355,837		¥ 192,642

Other receivables and prepayments, net (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)	Dec. 31, 2019 USD ($)
Deposits (Note a)	¥ 324,018		¥ 436,402
VAT and EIT recoverable	1,567,589		770,949
Interest receivable	22,578		100,402
Advances to suppliers related to financing activities (Note b)	37,442		1,269,898
Prepayment to suppliers related to procurement activities	593,117		707,233
Prepaid expense	62,160		119,436
Others	324,877		230,024
Subtotal	2,931,781		3,634,344
Less: allowance for doubtful accounts	(33,888)		(39,608)
Total	2,897,893		3,594,736		$ 416,256
Allowance for doubtful accounts:
Balance at beginning of the year	(117,544)		(124,891)	¥ (46,209)
Provision for allowance during the year	(229,531)	$ (32,970)	(175,405)	(130,862)
Write-offs during the year	161,008		173,743	32,501
Balance at end of the year	(111,778)		(117,544)	(124,891)
Other receivables and prepayments, net
Allowance for doubtful accounts:
Balance at beginning of the year	(39,608)		(43,097)	(23,418)
Provision for allowance during the year	(10,456)		(5,220)	(19,679)
Write-offs during the year	16,176		8,709
Balance at end of the year	¥ (33,888)		¥ (39,608)	¥ (43,097)
Supplier Advance \| Minimum
Finance receivable, interest rate	8.00%				8.00%
Supplier Advance \| Maximum
Finance receivable, interest rate	18.00%				18.00%

Short-term investments (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)	Dec. 31, 2019 USD ($)
Short-term investments
Short-term investments	¥ 3,052,726		¥ 2,321,244		$ 438,497
Amount of interest income recognized but not paid	11,621	$ 1,669	48,604	¥ 16,934
Short-term Investments [Member]
Short-term investments
Amount of interest income recognized but not paid	¥ 11,621		¥ 48,604

Property and equipment, net (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)	Dec. 31, 2019 USD ($)
Property and equipment, net
Property and equipment, gross	¥ 14,832,245		¥ 10,894,046
Less: Accumulated depreciation	(3,092,864)		(2,362,563)
Less: Accumulated impairment	(482,571)
Property and equipment, net	11,256,810		8,531,483		$ 1,616,940
Depreciation expenses	830,368	$ 119,275	770,290	¥ 720,840
Fulfillment expenses
Property and equipment, net
Depreciation expenses	456,678		402,942	329,945
Marketing expenses
Property and equipment, net
Depreciation expenses	23,179		380	305
Technology and content expenses
Property and equipment, net
Depreciation expenses	232,944		282,020	312,506
General and administrative expenses
Property and equipment, net
Less: Accumulated impairment	482,600
Depreciation expenses	117,567		84,948	¥ 78,084
Buildings
Property and equipment, net
Property and equipment, gross	6,689,846		4,113,753
Furniture, fixtures and equipment
Property and equipment, net
Property and equipment, gross	3,137,031		2,709,502
Leasehold improvements
Property and equipment, net
Property and equipment, gross	840,895		407,330
Motor vehicles
Property and equipment, net
Property and equipment, gross	382,218		422,902
Software
Property and equipment, net
Property and equipment, gross	69,898		60,858
Construction in process
Property and equipment, net
Property and equipment, gross	¥ 3,712,357		¥ 3,179,701

Land use rights, net (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2021 CNY (¥)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Land use rights, cost					¥ 5,868,774		¥ 4,053,855
Less: accumulated amortization					(272,658)		(168,277)
Land use rights, net					5,541,108		3,885,578
Less: impairment					(55,008)
Amortization expenses for land use rights					104,381	$ 14,993	¥ 71,601	¥ 55,545
Forecast [Member]
Amortization expenses for land use rights	¥ 124,095	¥ 124,095	¥ 124,095	¥ 124,095
General and administrative expenses
Less: impairment					¥ (55,000)

Intangible assets, net (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)	Dec. 31, 2019 USD ($)
Intangible assets, net
Cost	¥ 1,647,445		¥ 1,651,491
Accumulated amortization (Note a)	(1,293,228)		(1,281,476)
Impairment	(16,907)		(16,907)
Net amount	337,310		353,108		$ 48,452
Amortization expenses for intangible assets	15,757	$ 2,263	47,842	¥ 340,816
Expected amortization expenses
2019	1,162
2020	274
2021	95
2022	1
2023	0
Domain names
Intangible assets, net
Cost	14,396		15,040
Accumulated amortization (Note a)	(14,396)		(15,040)
Customer relationships
Intangible assets, net
Cost	313,303		313,303
Accumulated amortization (Note a)	(313,303)		(299,317)
Net amount			13,986
Trademarks
Intangible assets, net
Cost	888,480		888,538
Accumulated amortization (Note a)	(886,948)		(885,674)
Net amount	1,532		2,864
Non-compete agreement
Intangible assets, net
Cost	70,127		70,127
Accumulated amortization (Note a)	¥ (70,127)		(70,127)
Estimated economic life	3 years	3 years
Payment license
Intangible assets, net
Cost	¥ 319,660		319,660
Net amount	¥ 319,660		319,660
Estimated economic life	5 years	5 years
Others
Intangible assets, net
Cost	¥ 41,479		44,823
Accumulated amortization (Note a)	(8,454)		(11,318)
Impairment	(16,907)		(16,907)
Net amount	¥ 16,118		¥ 16,598

Investment in equity method investees (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)	Dec. 31, 2019 USD ($)	Oct. 31, 2019	Jul. 31, 2019	Nov. 30, 2018 CNY (¥)	May 31, 2018 CNY (¥)
Investment in equity method investees
Investment in equity method investees	¥ 3,112,952		¥ 667,427		$ 447,148
Share of (loss) gain of equity method investees	27,182	$ 3,904	(46,999)	¥ (22,280)
Impairment loss for investment in affiliate	0		0	0
Amount contributed to investee				¥ 240,000
Kunshan Baowei Information Technology Limited ("Kunshan Baowei")
Investment in equity method investees
Investment in equity method investees	294,527		271,959
Equity method ownership interest percentage								45.00%
Consideration for equity method investment								¥ 272,000
Shenzhen Tencent Puhe Limited Partnership ("Tencent Puhe")
Investment in equity method investees
Investment in equity method investees	251,915		293,481
Equity method ownership interest percentage									14.00%
Consideration for equity method investment									¥ 362,500
Sequoia Fashion and Technology Industry Fund Investment Limited Partnership ("Sequoia Fashion and Technology")
Investment in equity method investees
Investment in equity method investees	96,712
Equity method ownership interest percentage						17.00%
Amount contributed to investee	110,000
Remaining commitment equity method investment	1,890,000
Shanjing business management (Ningbo) Co., Ltd ("Ningbo Shanjin")
Investment in equity method investees
Investment in equity method investees	829,410
Equity method ownership interest percentage							54.00%
Shanxi Tianmei Shan Shan Outlets Shopping Mall Co., Ltd ("Shanxi Shan Shan")
Investment in equity method investees
Investment in equity method investees	510,223
Equity method ownership interest percentage							60.00%
Zhengzhou Shan Shan Outlets Shopping Mall Co., Ltd ("Zhengzhou Shan Shan")
Investment in equity method investees
Investment in equity method investees	470,934
Equity method ownership interest percentage							51.00%
Harbin Shan Shan Chunxiaqiudong Properties Co., Ltd ("Harbin Shan Shan")
Investment in equity method investees
Investment in equity method investees	440,821
Equity method ownership interest percentage							60.00%
Gansu Shan Shan Outlets Shopping Mall Co., Ltd ("Gansu Shan Shan")
Investment in equity method investees
Investment in equity method investees	123,758
Equity method ownership interest percentage							41.00%
Others
Investment in equity method investees
Investment in equity method investees	¥ 94,652		¥ 101,987

Other investments (Details) ¥ in Thousands, $ in Thousands	1 Months Ended	12 Months Ended
Other investments (Details) ¥ in Thousands, $ in Thousands	Jun. 30, 2018 CNY (¥)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)	Dec. 31, 2019 USD ($)	Mar. 25, 2019 CNY (¥)	Mar. 31, 2018 CNY (¥)	Mar. 31, 2018 USD ($)
Other investments
Available-for-sale debt securities, Original cost		¥ 112,314		¥ 160,314
Other investments, Original cost		2,024,859		1,540,958
Equity investments with readily determinable fair value, Unrealized gains (loss)		166,932	$ 23,978	191,842	¥ 55,615
Other investments, Unrealized gains (loss)		339,129		173,398
Available-for-sale debt securities, Accumulated impairment		(118,689)		(35,073)
Other investments, Accumulated impairment		(436,502)		(308,913)
Available-for-sale debt securities, Translation difference		6,375		5,117
Other investments, Translation difference		75,270		65,108
Available-for-sale debt securities, Estimated Fair value				130,358
Other Investments, Estimated Fair value		2,002,756		1,470,551		$ 287,678
Impairment loss on available-for-sale debt securities		83,616		20,073	15,000
Impairment loss on equity investments without readily determinable fair value		43,973		0	118,026
Zhejiang Merit Interactive Network Technology Co Ltd
Other investments
Equity investments without readily determinable fair values, Estimated Fair value							¥ 48,000
Equity investments with readily determinable fair value
Other investments
Equity investments with readily determinable fair value, Unrealized gains (loss)		165,731		105,235	(442)
Gain on disposal of the investment		190		0	55,615
Impairment loss on equity investments with readily determinable fair value					¥ 0
Equity investments without readily determinable fair values
Other investments
Equity investments without readily determinable fair values, Unrealized gains (loss)				68,163
Private equity fund \| Equity investments without readily determinable fair values
Other investments
Maximum limit to invest in equity investments without readily determinable fair value		407,000				$ 58,400		¥ 1,740,000	$ 250,000
Guofu Life Insurance Co., Ltd \| Equity investments without readily determinable fair values
Other investments
Investments made in equity investments without readily determinable fair value	¥ 240,000
Private Company, Engaged in Global High-quality Food Sales [Member]
Other investments
Investments made in equity investments without readily determinable fair value	¥ 144,400
Equity investments with readily determinable fair value
Other investments
Equity investments with readily determinable fair value, Original cost		268,910		149,406
Equity investments with readily determinable fair value, Unrealized gains (loss)		270,966		105,235
Equity investments with readily determinable fair value, Accumulated impairment		(48,634)		(48,634)
Equity investments with readily determinable fair value, Translation difference		15,060		11,029
Equity investments with readily determinable fair value, Estimated Fair value		506,302		217,036
Impairment loss on equity investments with readily determinable fair value		0
Equity investments with readily determinable fair value \| Equity investments with readily determinable fair value
Other investments
Impairment loss on equity investments with readily determinable fair value				0
Equity investments without readily determinable fair values
Other investments
Equity investments without readily determinable fair values, Original cost		1,643,635		1,231,238
Equity investments without readily determinable fair values, Unrealized gains (loss)		68,163		68,163
Equity investments without readily determinable fair values, Accumulated impairment		(269,179)		(225,206)
Equity investments without readily determinable fair values, Translation difference		53,835		48,962
Equity investments without readily determinable fair values, Estimated Fair value		1,496,454		1,123,157
Equity investments without readily determinable fair values \| Private equity fund
Other investments
Investments made in equity investments without readily determinable fair value		¥ 535,400		¥ 126,100

Other long-term assets, net (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)
Other long-term assets
Deposit for land use rights	¥ 4,040		¥ 105,840
Long term trade receivables (Note b)	130,429		221,000
Long term loan receivables	415,092		5,586
Loan to staff	71,052		67,810
Subtotal	620,613		400,236
Less: allowance for doubtful accounts	(12,540)		(3,789)
Total	¥ 608,073	$ 87,344	¥ 396,447
Borrowings, maturity date range start	May 21, 2021
Borrowings, maturity date range end	Dec. 11, 2021
Interest-bearing Deposits
Other long-term assets
Long term loan receivables	¥ 380,000
Maximum
Other long-term assets
Number of instalment payment	24 months
Borrowings, interest rate	10.00%	10.00%
Minimum
Other long-term assets
Borrowings, interest rate	6.00%	6.00%

Accrued expenses and other current liabilities (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)
Accrued expenses and other current liabilities
Accrued advertising expense	¥ 1,011,400		¥ 821,059
Accrued shipping and handling expenses	925,864		418,187
Accrued payroll and social benefits	896,365		1,027,288
Deposits from delivery service providers	475,497		379,403
Income tax payables	652,624		269,580
Other tax payables (Note a)	690,338		948,754
Accrued rental expenses	73,861		73,614
Accrued administrative expenses	384,427		440,784
Amounts received on behalf of third-party merchants (Note b)	946,100		741,109
Refund liability (Note c)	225,274		190,383
Others	252,825		202,444
Total	¥ 6,534,575	$ 938,633	¥ 5,512,605
Period of unconditional right of return	7 days

Employee retirement benefit (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Employee retirement benefit
Contributions and accruals to employee retirement benefit plan	¥ 558,775	¥ 928,826	¥ 808,925

Short-term loans (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
Short-term loans (Details) ¥ in Thousands, $ in Thousands	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2019 USD ($)	Mar. 31, 2019 CNY (¥)	Dec. 31, 2018 USD ($)
Short term loans
Total short term loans	¥ 1,093,645		¥ 1,343,160	$ 157,092	¥ 1,000,000
Weighted average interest rate for the outstanding borrowings	3.41%		3.99%	3.41%		3.99%
Financial covenants in respect of short-term borrowings	¥ 0		¥ 0
Uncollateralized short term loan
Short term loans
Reference rate	6-month to 12-month People’s Bank of China’s Deposit Benchmarking minus 9.89%	6-month to 12-month People’s Bank of China’s Deposit Benchmarking minus 9.89%
Principal amount			200,000
Revolving credit facility agreement with China Merchants Bank, One
Short term loans
Principal amount			200,000
Amount of loan pledged by assets			¥ 200,000
Interest rate (as a percent)			4.35%			4.35%
Short term loan agreement with China Merchants Bank
Short term loans
Basis spread (as a percent)			0.45%
Principal amount			¥ 343,160			$ 50,000
Amount of loan pledged by assets			1,400,000			$ 200,000
Revolving credit facility agreement with China Merchants Bank, Two
Short term loans
Principal amount			200,000
Amount of loan pledged by assets			¥ 200,000
Interest rate (as a percent)			4.29%			4.29%
Revolving credit facility agreement with China Merchants Bank, Three
Short term loans
Principal amount			¥ 400,000
Amount of loan pledged by assets			¥ 400,000
Interest rate (as a percent)			3.96%			3.96%
Short-term bank facility agreement with PRC bank
Short term loans
Maximum credit facility			¥ 250,000
RMB denominated
Short term loans
Total short term loans	¥ 627,608		1,000,000
RMB denominated \| Revolving credit facility agreement with China Merchants Bank
Short term loans
Principal amount			¥ 1,000,000
RMB denominated \| Uncollateralized short term loan
Short term loans
Basis spread (as a percent)			9.89%
RMB denominated \| Revolving credit facility agreement with China Merchants Bank, One
Short term loans
Maximum credit facility	443,100
Drawn down from debt	160,000
RMB denominated \| Revolving credit facility agreement with China Merchants Bank, Two
Short term loans
Drawn down from debt	340,000
RMB denominated \| Revolving credit facility agreement with the Bank of Communications
Short term loans
Maximum credit facility	1,000,000
RMB denominated \| Revolving credit facility agreement with the Bank of Communications One
Short term loans
Drawn down from debt	¥ 27,600
Interest rate (as a percent)	2.98%			2.98%
RMB denominated \| Revolving credit facility agreement with the Bank of Communications Two
Short term loans
Drawn down from debt	¥ 100,000
Interest rate (as a percent)	2.80%			2.80%
RMB denominated \| Revolving credit facility agreement with the China Merchants Bank
Short term loans
Maximum credit facility	¥ 1,000,000
Drawn down from debt	139,400
RMB denominated \| Revolving credit facility agreement with Industrial Bank
Short term loans
Maximum credit facility	558,100			$ 80,000
Drawn down from debt	¥ 69,800	$ 10,000
Interest rate (as a percent)	2.94%			2.94%
RMB denominated \| Short term bank facility agreement with china everbright bank
Short term loans
Debt Instrument, Unused Borrowing Capacity, Amount	¥ 468,300
RMB denominated \| Short term bank facility agreement with china bank
Short term loans
Debt Instrument, Unused Borrowing Capacity, Amount	77,100
U.S. dollar denominated
Short term loans
Total short term loans	¥ 466,037		¥ 343,160
U.S. dollar denominated \| Revolving credit facility agreement with China Merchants Bank, One
Short term loans
Interest rate (as a percent)	3.92%			3.92%
U.S. dollar denominated \| Revolving credit facility agreement with China Merchants Bank, Two
Short term loans
Interest rate (as a percent)	4.05%			4.05%
U.S. dollar denominated \| Revolving credit facility agreement with the China Merchants Bank
Short term loans
Maximum credit facility	¥ 556,900			$ 80,000
Reference rate	12-month London Inter-Bank Offered Rate plus 0.55%	12-month London Inter-Bank Offered Rate plus 0.55%
Basis spread (as a percent)	0.55%	0.55%
Drawn down from debt \| $		$ 20,000
U.S. dollar denominated \| Revolving facility agreement with the Standard Chartered Bank
Short term loans
Maximum credit facility	¥ 313,900			$ 45,000
Reference rate	12-month London Inter-Bank Offered Rate plus 0.85%	12-month London Inter-Bank Offered Rate plus 0.85%
Basis spread (as a percent)	0.85%	0.85%
Drawn down from debt	¥ 256,800	$ 36,800

Long-term loan (Details) ¥ in Millions	12 Months Ended
Long-term loan (Details) ¥ in Millions	Dec. 31, 2019 CNY (¥)
China Merchants Bank [Member]
Line of credit maximum borrowing capacity	¥ 1,600.0
Line of credit maturity period	5 years
Debt instrument variable rate basis	Prime Rate minus 0.44%
Debt instrument spread on variable rate	0.44%
Debt instrument collateral amount	¥ 1,600.0
Proceeds from long term debt	¥ 64.5
Minimum [Member]
Line of credit maturity period	3 months
Debt asset ratio	65.00%

Securitization debt (Details) ¥ in Thousands	Dec. 31, 2018 CNY (¥)
Securitization debt
Securitization debt	¥ 969,000
Asset-backed Securities ("ABS")
Securitization debt
Aggregate amount offered	500,000
100% of the subordinated securities	25,000
Securitization debt	475,000
Asset-backed notes("ABN")
Securitization debt
Aggregate amount offered	520,000
100% of the subordinated securities	26,000
Securitization debt	¥ 494,000

Convertible senior notes (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands					12 Months Ended
	May 15, 2019 CNY (¥)	May 15, 2019 USD ($)	Nov. 04, 2014	Nov. 03, 2014 $ / shares	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)	Mar. 15, 2017 CNY (¥)	Mar. 15, 2017 USD ($)	Nov. 02, 2014	Mar. 17, 2014 CNY (¥)	Mar. 17, 2014 USD ($) $ / shares	Mar. 16, 2013 $ / shares
ADS
Convertible senior notes
ADS ratio to ordinary shares				0.20						2
Ordinary shares, par value												$ 0.001
Notes
Convertible senior notes
Aggregate principal amount of convertible notes											¥ 4,391,448	$ 632,500
Interest rate (as a percent)					1.50%		1.50%				1.50%	1.50%
Redemption price due to fundamental change as percentage of principal amount					100.00%	100.00%
Net proceeds from the Notes offering					¥ 4,285,157	$ 617,191
Discounts to initial purchaser					98,806		$ 14,231
Debt issuance costs					¥ 7,485	$ 1,078
Redemption amount of debt								¥ 21,697	$ 3,125
Terms of interest payment					semiannually	semiannually
Repayment of notes principal amount	¥ 4,220,841	$ 629,375
Repayment of notes interest amount	¥ 31,685	$ 4,720
Notes \| ADS
Convertible senior notes
ADS ratio to ordinary shares											0.2	0.2
Conversion ratio			4.9693	49.693
Conversion price per US$1,000 of principal amount				$ 20.124									$ 201.24

Leases - Balance sheet information relating to lease (Details) - Dec. 31, 2019 ¥ in Thousands, $ in Thousands	CNY (¥)	USD ($)
Assets and Liabilities, Lessee [Abstract]
ROU assets	¥ 1,715,556	$ 246,424
Operating lease liabilities—current	333,268	47,871
Operating lease liabilities—non-current	¥ 1,395,665	$ 200,475
Weighted-average remaining lease term	4 years 8 months 15 days	4 years 8 months 15 days
Weight-average discount rate	4.86%	4.86%

Leases - Details of component of lease cost (Details) ¥ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)
Lease, Cost [Abstract]
Operating lease cost for fixed payments	¥ 388,976
Short-term lease costs	327,972
Variable lease costs	29,286
Total lease costs	¥ 746,234

Leases - Summary of cash flow payments of lease (Details) - 12 months ended Dec. 31, 2019 ¥ in Thousands, $ in Thousands	CNY (¥)	USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	¥ 370,606
Supplemental noncash information:
Right-of-use assets obtained	2,071,948	$ 297,617
Decrease of right-of-use assets for early terminations	¥ (36,142)

Leases - Summary of Maturities of lease liabilities (Details) ¥ in Thousands	Dec. 31, 2019 CNY (¥)
2020	¥ 420,840
2021	424,996
2022	411,335
2023	363,190
2024	266,492
2025 and thereafter	150,409
Total future undiscounted lease payments	2,037,262
Less: imputed interest	308,329
Total present value of lease liabilities	¥ 1,728,933

Distribution of profit (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
Distribution of profit (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Distribution of Profit
Reserve level threshold for mandatory transfer requirement (as a percent)	50.00%
Percentage of annual appropriation to general reserve fund required	10.00%
Transferred to general reserve	¥ 184,182	¥ 121,069	¥ 95,617
Parent company
Distribution of Profit
Amount of restricted capital and reserves not available for dividend distribution	¥ 7,265,250

Capital structure (Details) ¥ in Thousands, $ in Thousands		12 Months Ended
Capital structure (Details) ¥ in Thousands, $ in Thousands	Sep. 15, 2014 item	Dec. 31, 2019 shares	Dec. 31, 2018 shares	Dec. 31, 2017 CNY (¥) shares	Dec. 31, 2017 USD ($) shares	Nov. 03, 2014	Nov. 02, 2014
Capital Structure
Total consideration for shares issued to investors \| ¥				¥ 5,610,337
Shares issued as a result of exercises of share options by employees and a consultant		85,706	356,736	454,708	454,708
Tencent Holdings Limited
Capital Structure
Total consideration for shares issued to investors				¥ 3,927,236	$ 603,605
JD.com, Inc.
Capital Structure
Total consideration for shares issued to investors				¥ 1,683,101	$ 258,688
Class B ordinary shares
Capital Structure
Number of votes entitled per share \| item	10
ADS
Capital Structure
ADS ratio to ordinary shares						0.20	2
Class A ordinary shares
Capital Structure
Number of votes entitled per share \| item	1
Shares issued as a result of exercises of share options by employees and a consultant		85,706	356,736
Re-issuance of treasury shares as a result of exercise of share options (in shares)				454,708	454,708
Issuance of ordinary shares as a result of vesting of shares awards (in shares)		1,102,773	1,322,560	23,413	23,413
Class A ordinary shares \| Tencent Holdings Limited
Capital Structure
Number of shares issued to investors				9,229,437	9,229,437
Class A ordinary shares \| JD.com, Inc.
Capital Structure
Number of shares issued to investors				3,955,473	3,955,473

Non-controlling interests - Schedule Of Non-controlling Interest (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Noncontrolling Interest [Line Items]
Beginning balance	¥ (51,022)
Net loss attributable to non-controlling interests	(30,399)	$ (4,367)	¥ 4,685	¥ (57,222)
Acquisition of additional equity interests in subsidiaries	(26,897)		(18,699)	(26,431)
Dilution in non-controlling interests due to the Group's contribution to its subsidiary	(97,875)	(14,059)
Capital contribution from non-controlling interests shareholders	107,950		1,000
Non-controlling interests arising from the acquisition of Shan Shan Outlet	314,537
Ending balance	422,541	$ 60,694	(51,022)
Non-controlling interests
Noncontrolling Interest [Line Items]
Beginning balance	(51,022)		(43,943)	49,624
Net loss attributable to non-controlling interests	(30,399)		4,685	(57,222)
Acquisition of additional equity interests in subsidiaries	(16,400)		(12,764)	(36,345)
Dilution in non-controlling interests due to the Group's contribution to its subsidiary	97,875
Capital contribution from non-controlling interests shareholders	107,950		1,000
Non-controlling interests arising from the acquisition of Shan Shan Outlet	314,537
Ending balance	¥ 422,541		¥ (51,022)	¥ (43,943)

Non-controlling interests - Schedule Of Non-controlling Interest (Parenthetical) (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Noncontrolling Interest [Line Items]
Acquisition of additional equity interests in subsidiaries	¥ (26,897)		¥ (18,699)	¥ (26,431)
Loan receivable converted	¥ 441,000
Noncash Acquisition, Interest Acquired	19.20%	19.20%
Capital contribution to non-wholly owned subsidiaries	¥ 97,875	$ 14,059
Capital contribution from non-controlling interests shareholders	107,950		1,000
Non-controlling interests arising from the acquisition of Shan Shan Outlet	314,537
Non-controlling interests
Noncontrolling Interest [Line Items]
Acquisition of additional equity interests in subsidiaries	(16,400)		(12,764)	¥ (36,345)
Capital contribution to non-wholly owned subsidiaries	(97,875)
Capital contribution from non-controlling interests shareholders	107,950		¥ 1,000
Non-controlling interests arising from the acquisition of Shan Shan Outlet	¥ 314,537
Qingdao West Coast Bonded Logistics Center Supply Chain Management Co., Ltd
Noncontrolling Interest [Line Items]
Ownership Percentage Held By Parent	51.00%	51.00%
Xinjiang Shan Shan Outlets Shopping Mall Co., Ltd
Noncontrolling Interest [Line Items]
Ownership Percentage Held By Parent	80.00%	80.00%
Hengyang Shan Shan Outlets Shopping Mall Co., Ltd
Noncontrolling Interest [Line Items]
Ownership Percentage Held By Parent	60.00%	60.00%
Shenyang Shan Shan Outlets Shopping Mall Co., Ltd
Noncontrolling Interest [Line Items]
Ownership Percentage Held By Parent	70.00%	70.00%
Shan Shan Subsidiary One
Noncontrolling Interest [Line Items]
Ownership Percentage Held By Parent	70.00%	70.00%
Non-controlling interests arising from the acquisition of Shan Shan Outlet	¥ 159,373
Shan Shan Subsidiary Two
Noncontrolling Interest [Line Items]
Ownership Percentage Held By Parent	75.00%	75.00%
Non-controlling interests arising from the acquisition of Shan Shan Outlet	¥ 81,784
Shan Shan Subsidiary Three
Noncontrolling Interest [Line Items]
Ownership Percentage Held By Parent	80.00%	80.00%
Non-controlling interests arising from the acquisition of Shan Shan Outlet	¥ 29,257
Shan Shan Subsidiary Four
Noncontrolling Interest [Line Items]
Ownership Percentage Held By Parent	60.00%	60.00%
Non-controlling interests arising from the acquisition of Shan Shan Outlet	¥ 21,860
Shan Shan Subsidiary Five
Noncontrolling Interest [Line Items]
Ownership Percentage Held By Parent	70.00%	70.00%
Non-controlling interests arising from the acquisition of Shan Shan Outlet	¥ 300
Shan Shan Subsidiary Six
Noncontrolling Interest [Line Items]
Ownership Percentage Held By Parent	90.00%	90.00%
Non-controlling interests arising from the acquisition of Shan Shan Outlet	¥ 17,455
Shan Shan Subsidiary Seven
Noncontrolling Interest [Line Items]
Ownership Percentage Held By Parent	75.00%	75.00%
Non-controlling interests arising from the acquisition of Shan Shan Outlet	¥ 4,508
Subsidiary
Noncontrolling Interest [Line Items]
Ownership Percentage Held By Parent	99.70%	99.70%

Non-controlling interests - Schedule of ownership interests in subsidiaries (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Ownership interests in subsidiaries
Net income attributable to Vipshop Holdings Limited's shareholders	¥ 4,016,832	$ 576,982	¥ 2,128,787	¥ 1,949,655
Increase (decrease) in the Company's additional paid-in capital in relation to the acquisitions of additional equity interests in subsidiaries	(10,497)		(5,935)	9,914
Decrease in the Company's additional paid-in capital in relation to contribution to its subsidiary	(97,875)
Net transfers from (to) non-controlling interests	(108,372)		(5,935)	9,914
Changes from net income attributable to Vipshop Holdings Limited's shareholders and transfers from (to) non-controlling interests	¥ 3,908,460		¥ 2,122,852	¥ 1,959,569

Other operating income (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Other operating income.
Government grants	¥ 427,832		¥ 553,153	¥ 347,817
Claims income	96,388		101,778	68,993
Others	121,193		102,131	114,245
Total other operating income	¥ 645,413	$ 92,708	¥ 757,062	¥ 531,055

Income taxes (Details) ¥ / shares in Units, ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥) ¥ / shares	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥) ¥ / shares	Dec. 31, 2017 CNY (¥) ¥ / shares
Components of income tax expense
Total tax expenses	¥ 983,554	$ 141,279	¥ 566,604	¥ 626,140
Undistributed earnings of the Group's subsidiaries and the VIEs in the PRC	14,840,700		12,288,500
Provision for the Chinese dividend withholding taxes	0		0
Deferred income tax liability not recorded in respect of undistributed earnings	742,000		614,400
Reconciliation of the income tax expense to income before income tax expense and share of loss of affiliates
Income before income tax expense and share of loss of equity method investees	4,942,805	709,990	2,747,075	2,540,853
Computed income tax expense at PRC EIT tax rate	1,235,701		686,769	635,213
Effect of non-deductible expenses, including:
Share-based compensation expenses	163,033		167,803	166,774
Other non-deductible expenses	36,838		65,497	67,911
Effect of different tax rates of subsidiaries operating in other jurisdiction	17,834		10,454	8,634
Effect of tax holidays on concessionary rates granted to PRC subsidiaries	(562,898)		(397,437)	(329,048)
Effect of non-taxable income	(15,800)		(58,053)	(30,075)
Change in valuation allowance	108,846		91,571	106,731
Total tax expenses	983,554	$ 141,279	566,604	626,140
Aggregate amount and per share effect of the tax holidays and tax concessions
The aggregate effect	562,898		397,437	¥ 329,048
Deferred tax assets:
Net operating loss carry forwards	322,464		356,293
Allowance for doubtful debts	46,691		44,621
Impairment of other investments	32,063		13,980
Inventory write-down	171,884		126,755
Payroll payable and other accruals	14,751		14,750
Deferred income	277,658		178,910
Impairment of property and equipment	117,837
Impairment of land use rights	13,752
Others	3,939		6,093
Less: valuation allowance	(461,478)		(352,632)
Total deferred tax assets-non current	539,561		388,770
Deferred tax liability:
Intangible assets			4,960
Fair value adjustments of long-lived assets from business acquisition	89,217
Revaluation of other investments	36,385
Others	39,496
Total deferred tax liability-non-current	¥ 165,098		¥ 4,960
Class A and Class B ordinary share
Aggregate amount and per share effect of the tax holidays and tax concessions
Per share effect - basic (in dollars per share) \| ¥ / shares	¥ 4.22		¥ 3.00	¥ 2.80
Per share effect - diluted (in dollars per share) \| ¥ / shares	¥ 4.14		¥ 2.84	¥ 2.62
China operations
Components of income tax expense
Current tax (Note)	¥ 974,207		¥ 682,309	¥ 780,013
Deferred tax	9,347		(115,705)	(153,873)
Reconciliation of the income tax expense to income before income tax expense and share of loss of affiliates
Income before income tax expense and share of loss of equity method investees	5,161,228		3,770,270	3,320,283
Non-China operations
Reconciliation of the income tax expense to income before income tax expense and share of loss of affiliates
Income before income tax expense and share of loss of equity method investees	¥ (218,423)		(1,023,195)	¥ (779,430)
Cayman Islands
Income Taxes
Withholding tax upon payments of dividends (as a percent)	0.00%	0.00%
Hong Kong \| First Two Million Hong Kong Dollars Of Profit [Member]
Income Taxes
Current rate of taxation (as a percent)	8.25%	8.25%
Hong Kong \| After Two Million Hong Kong Dollars Of Profit [Member]
Income Taxes
Current rate of taxation (as a percent)	16.50%	16.50%
People's Republic of China
Income Taxes
Income tax rate (as a percent)	25.00%	25.00%
Period of statute of limitations, if underpayment of income taxes is due to computational errors	3 years	3 years
Period of statute of limitations under special circumstances not clearly defined	5 years	5 years
Minimum underpayment of income tax liability subject to five years statute of limitations	¥ 100	$ 14
Period of statute of limitations in case of transfer pricing related adjustment	10 years	10 years
Components of income tax expense
Withholding tax rate for dividends paid by PRC subsidiaries (as a percent)	10.00%	10.00%
Threshold percentage ownership by residents which meet the criteria of beneficial owner in the Hong Kong SAR for withholding tax (as a percent)	25.00%
Withholding tax rate for subsidiary 25% or more directly owned by residents which meet the criteria of beneficial owner in Hong Kong SAR (as a percent)	5.00%	5.00%
Deferred tax liability:
Tax loss carried forward of certain subsidiaries and VIEs	¥ 1,234,799		¥ 1,700,028
People's Republic of China \| Pinwei Software
Income Taxes
Preferential tax rate (as a percent)	10.00%	10.00%	10.00%
People's Republic of China \| Vipshop Jianyang
Income Taxes
Preferential tax rate (as a percent)	15.00%	15.00%	15.00%
People's Republic of China \| Vipshop Chongqing
Income Taxes
Preferential tax rate (as a percent)	15.00%	15.00%	15.00%
People's Republic of China \| Vipshop Zhuhai
Income Taxes
Preferential tax rate (as a percent)	15.00%	15.00%

Earnings per share (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥) ¥ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 CNY (¥) ¥ / shares shares	Dec. 31, 2017 CNY (¥) ¥ / shares shares
Securities excluded from the computation of diluted net earnings per share (in shares)	1,689,709	1,689,709	839,275	846,952
Numerator:
Earnings attributable to Class A and Class B ordinary shareholders for computing basic earnings per Class A and Class B ordinary share	¥ 4,016,832	$ 576,982	¥ 2,128,787	¥ 1,949,655
Denominator:
Weighted average number of Class A and Class B ordinary shares outstanding for computing basic earnings per Class A and Class B ordinary share	133,524,129	133,524,129	132,266,157	117,554,229
Weighted average number of Class A and Class B ordinary shares outstanding for computing diluted earnings per Class A and Class B ordinary share	136,081,415	136,081,415	140,083,610	125,715,833
Basic earnings per Class A and Class B ordinary shares (in dollars per share) \| (per share)	¥ 30.08	$ 4.32	¥ 16.09	¥ 16.59
Diluted earnings per Class A and Class B ordinary shares (in dollars per share) \| (per share)	¥ 29.58	$ 4.25	¥ 15.61	¥ 15.94
Common Class A and B shares
Numerator:
Earnings attributable to Class A and Class B ordinary shareholders for computing basic earnings per Class A and Class B ordinary share \| ¥	¥ 4,016,832		¥ 2,128,787	¥ 1,949,655
Interest expenses from convertible senior notes \| ¥	9,062		57,293	54,673
Net earnings attributable to Class A and Class B ordinary shareholders for computing diluted earnings per Class A and Class B ordinary share \| ¥	¥ 4,025,894		¥ 2,186,080	¥ 2,004,328
Denominator:
Weighted average number of Class A and Class B ordinary shares outstanding for computing basic earnings per Class A and Class B ordinary share	133,524,129	133,524,129	132,266,157	117,554,229
Dilutive employee share options and non-vested ordinary shares	1,289,127	1,289,127	1,562,347	1,900,201
Dilutive convertible senior notes	1,268,159	1,268,159	6,255,106	6,261,403
Weighted average number of Class A and Class B ordinary shares outstanding for computing diluted earnings per Class A and Class B ordinary share	136,081,415	136,081,415	140,083,610	125,715,833
Basic earnings per Class A and Class B ordinary shares (in dollars per share) \| ¥ / shares	¥ 30.08		¥ 16.09	¥ 16.59
Diluted earnings per Class A and Class B ordinary shares (in dollars per share) \| ¥ / shares	¥ 29.58		¥ 15.61	¥ 15.94

Accumulated other comprehensive loss (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Accumulated other comprehensive income
Balance	¥ 17,210,793		¥ 14,250,576	¥ 5,781,804
Foreign currency translation, net of tax of nil	(25,773)	$ (3,702)	(7,083)	342,348
Fair value changes of available-for-sale investments, net of tax of nil				32,633
Reclassification adjustments for loss (gain) included in net income				(55,615)
Balance	22,249,697	$ 3,195,969	17,210,793	14,250,576
Tax on Foreign currency translation	0		0	0
Tax on Fair value change of available-for-sale investments	0
Adoption of new accounting standards				176,370
Accumulated other comprehensive income (loss)
Accumulated other comprehensive income
Balance	(30,883)		(24,242)	(343,608)
Foreign currency translation, net of tax of nil	(25,773)		(7,083)	342,348
Fair value changes of available-for-sale investments, net of tax of nil				32,633
Reclassification adjustments for loss (gain) included in net income				(55,615)
Balance	(56,656)		(30,883)	(24,242)
Tax on Foreign currency translation	0		0	0
Tax on Fair value change of available-for-sale investments				0
Tax on Reclassification adjustment for losses included in net income				0
Adoption of new accounting standards				442
Accumulated other comprehensive income (loss) \| ASU 2016-01
Accumulated other comprehensive income
Adoption of new accounting standards			442
Cumulative Translation Adjustments
Accumulated other comprehensive income
Balance	(30,883)		(23,800)	(366,148)
Foreign currency translation, net of tax of nil	(25,773)		(7,083)	342,348
Balance	¥ (56,656)		(30,883)	(23,800)
Unrealized Gain and (Loss) on Available-for-sale Securities
Accumulated other comprehensive income
Balance			(442)	22,540
Fair value changes of available-for-sale investments, net of tax of nil				32,633
Reclassification adjustments for loss (gain) included in net income				(55,615)
Balance				¥ (442)
Unrealized Gain and (Loss) on Available-for-sale Securities \| ASU 2016-01
Accumulated other comprehensive income
Adoption of new accounting standards			¥ 442

Commitments and contingencies (Details) ¥ in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)
Capital commitment
Commitment capital expenditures	¥ 1,981,152		¥ 2,638,129
Other commitments
Purchase services from related partner	390,378	$ 60.0
Cooperative lending arrangement
Other commitments
Bank's lending portion under the arrangement	¥ 20,300		¥ 117,700

Related party transactions (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)	Dec. 31, 2019 USD ($)
Related Party Transaction [Line Items]
Purchase of goods	¥ 1,451,404	¥ 340,356	¥ 213,350
Purchase of services	462,126	317,921	1,001
Provision of services	44,420	6,300	¥ 1,825
Amounts due from related parties (current and non current)	149,964	17,475
Sales of product	111,510
Amounts due to related parties	532,788	¥ 323,108		$ 76,530
Shanjing business management Ningbo Co Ltd
Related Party Transaction [Line Items]
Due to Related Parties	¥ 12,500
Interest rate (as a percent)	3.05%			3.05%

Share-based payments (Details) $ / shares in Units, $ in Thousands	1 Months Ended				12 Months Ended
	Dec. 31, 2018 $ / shares shares	Dec. 31, 2018 ¥ / shares shares	Jan. 31, 2017 $ / shares shares	Jan. 31, 2017 ¥ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 $ / shares shares	Dec. 31, 2017 $ / shares shares	Dec. 31, 2016 $ / shares shares	Dec. 31, 2012 shares	Jul. 31, 2014 shares	Mar. 31, 2011 shares
Share-based Payments
Maximum period of authorized leave of absence after which vesting shall be suspended					90 days
Assumptions used in valuation of the fair value of the share options
Exercise multiples					2.80
Options outstanding
Outstanding at the beginning of the period (in shares)			1,872,941	1,872,941	2,381,497	2,738,233	1,872,941
Granted (in shares)							1,320,000
Exercised (in shares)					(85,706)	(356,736)	(454,708)
Outstanding at the end of the period (in shares)	2,381,497	2,381,497			2,295,791	2,381,497	2,738,233	1,872,941
Non-vested at the end of the period (in shares)					357,500
Options vested and expected to vest at the end of the period (in shares)					2,295,791
Exercisable at the end of the period (in shares)					1,938,291
Weighted average exercise price per share
Outstanding at the beginning of the period (in dollars per share) \| $ / shares			$ 0.78		$ 26.61	$ 33.50	$ 0.78
Granted (in dollars per share) \| $ / shares							68.35
Exercised (in dollars per share) \| $ / shares					0.50	1.65	1.95
Outstanding at the end of the period (in dollars per share) \| $ / shares	$ 26.61				27.59	$ 26.61	$ 33.50	$ 0.78
Option vested and expected to vest at the end of the period (in dollars per share) \| $ / shares					27.59
Exercisable at the end of the period (in dollars per share) \| $ / shares					$ 23.95
Weighted average remaining contractual years to expiry per share
Granted							4 years
Exercised					1 year 2 months 15 days	2 years 9 months 7 days	3 years 9 months
Outstanding at the end of the period					2 years 1 month 2 days	3 years 18 days	4 years 1 month 20 days	4 years 11 months 19 days
Options vested and expected to vest at the end of the period					2 years 1 month 2 days
Exercisable at the end of the period					2 years 1 month 6 days
Weighted average fair value at grant date
Options vested and expected to vest as of December 31, 2019					18.31
Exercisable at the end of the period (in dollars per share) \| $ / shares					$ 16.47
Weighted average intrinsic value per option
Vested and expected to vest at the end of the period (in dollars per share) \| $ / shares					43.26
Exercisable at the end of the period (in dollars per share) \| $ / shares					$ 46.90
Aggregate intrinsic value
Options vested and expected to vest at the end of the period \| $					$ 99,318,793
Exercisable at the end of the period \| $					$ 90,908,615
Binomial model
Assumptions used in valuation of the fair value of the share options
Expected dividend yield (as a percent)					0.00%
Risk-free interest rate (as a percent)					1.96%
Expected volatility (as a percent)					61.00%
Expected life					5 years
Weighted average fair value of underlying ordinary shares \| $ / shares					$ 25.09
Minimum
Share-based Payments
Expiration period from grant date					5 years
Post-termination exercise period					3 months
Maximum
Share-based Payments
Expiration period from grant date					10 years
Post-termination exercise period					9 months
Key management \| Binomial model
Share-based Payments
Estimated forfeiture rate (as a percent)					0.00%	0.00%		0.00%
Employees \| Binomial model
Share-based Payments
Estimated forfeiture rate (as a percent)					25.00%	22.00%	18.00%
Share option
Options outstanding
Granted (in shares)	660,000	660,000
Weighted average exercise price per share
Exercised (in dollars per share) \| (per share)	$ 26.30	¥ 180.83
Class A ordinary shares
Options outstanding
Exercised (in shares)					(85,706)	(356,736)
2011 Plan \| Class A ordinary shares
Share-based Payments
Number of ordinary shares authorized as stock based compensation											7,350,000
2012 Stock Incentive Plan
Share-based Payments
Maximum aggregate number of shares that may be issued per calendar year									1,500,000
2012 Stock Incentive Plan \| Restricted shares \| Key management
Share-based Payments
Estimated forfeiture rate (as a percent)					0.00%	0.00%	0.00%
2012 Stock Incentive Plan \| Restricted shares \| Employees
Share-based Payments
Estimated forfeiture rate (as a percent)					25.00%	22.00%	18.00%
2012 Stock Incentive Plan \| Class A ordinary shares
Share-based Payments
Number of ordinary shares authorized as stock based compensation									9,000,000
2014 Plan
Share-based Payments
Automatic increase of authorized ordinary shares										1.50%
2014 Plan \| Senior management
Weighted average exercise price per share
Exercised (in dollars per share) \| (per share)			$ 68.35	¥ 444.71
2014 Plan \| Share option \| Senior management
Options outstanding
Granted (in shares)			1,320,000	1,320,000
2014 Plan \| Restricted shares \| Senior management
Options outstanding
Granted (in shares)			900,000	900,000
2014 Plan \| Class A ordinary shares
Share-based Payments
Number of ordinary shares authorized as stock based compensation										5,366,998

Share-based payments - Expenses (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Additional information related to stock options
Share-based compensation expenses related to share options granted	¥ 688,083	¥ 671,210	¥ 667,098
Fair value of shares vested	65,165	122,864	236
Employees
Additional information related to stock options
Share-based compensation expenses related to share options granted	65,165	65,884	¥ 54,505
Executives and employees
Additional information related to stock options
Unrecognized compensation cost related to unvested share options granted	¥ 67,474	¥ 131,395
Weighted-average period over which unrecognized compensation cost is to be recognized	1 year

Share-based payments - Non-vested shares (Details) ¥ / shares in Units, ¥ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥) ¥ / shares shares	Dec. 31, 2019 CNY (¥) $ / shares	Dec. 31, 2018 CNY (¥) ¥ / shares shares	Dec. 31, 2018 CNY (¥) $ / shares	Dec. 31, 2017 CNY (¥) ¥ / shares shares	Dec. 31, 2017 $ / shares
Share-based Payments
Share based payment expenses recognized \| ¥	¥ 688,083		¥ 671,210		¥ 667,098
Employees
Share-based Payments
Share based payment expenses recognized \| ¥	¥ 65,165		¥ 65,884		¥ 54,505
Restricted shares
Share-based Payments
Non-vested ordinary shares granted to executive officers, employees, members of Audit Committee and consultants (in shares) \| shares	2,418,556		1,102,576		2,900,580
Non-vested shares movement
Outstanding at the beginning of the period \| shares	2,923,502		3,930,258		2,419,865
Granted \| shares	2,418,556		1,102,576		2,900,580
Vested \| shares	(1,102,773)		(1,322,560)		(925,623)
Forfeited \| shares	(839,468)		(786,772)		(464,564)
Outstanding at the end of the period \| shares	3,399,817		2,923,502		3,930,258
Restricted shares \| Employees
Share-based Payments
Aggregate fair value of the restricted shares at grant dates \| ¥	¥ 693,266		¥ 527,552
Share based payment expenses recognized \| ¥	¥ 617,192		605,326		¥ 612,593
2012 Stock Incentive Plan \| Restricted shares
Share-based Payments
Vesting period	4 years
Vesting percentage on first anniversary from grant date	25.00%
Percentage of awards vesting on a monthly basis, ending on the fourth anniversary of the grant date	75.00%
Period over which remaining three-fourth shares will vest on a monthly basis	3 years
Aggregate fair value of the restricted shares at grant dates \| ¥					¥ 1,082,797
Unrecognized compensation cost related to non-vested shares \| ¥	¥ 998,075	¥ 998,075	¥ 1,202,977	¥ 1,202,977
Weighted-average vesting period over which unrecognized compensation cost is to be recognized	2 years 4 months 17 days
Weighted average granted fair value per share of non-vested shares granted during the year (in dollars per share) \| (per share)	¥ 286.64	¥ 41.43	¥ 478.47	¥ 65.59	¥ 361.18	$ 55.51
2012 Stock Incentive Plan \| Restricted shares \| Key management
Share-based Payments
Forfeiture rate (as a percent)	0.00%		0.00%		0.00%
2012 Stock Incentive Plan \| Restricted shares \| Employees
Share-based Payments
Forfeiture rate (as a percent)	25.00%		22.00%		18.00%

Share-based payments - Share-based compensation expenses (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Share-based compensation expenses
Share-based compensation expenses	¥ (688,083)	¥ (671,210)	¥ (667,098)
Fulfillment expenses
Share-based compensation expenses
Share-based compensation expenses	(112,683)	(73,151)	(73,235)
Marketing expenses
Share-based compensation expenses
Share-based compensation expenses	(35,038)	(41,063)	(40,364)
Technology and content expenses
Share-based compensation expenses
Share-based compensation expenses	(180,493)	(203,594)	(206,073)
General and administrative expenses
Share-based compensation expenses
Share-based compensation expenses	¥ (359,869)	¥ (353,402)	¥ (347,426)

Share-based payments - Share-based awards relating to the Shan Shan Outlets (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Share-based Payment Arrangement, Disclosure [Abstract]
Shared compensation expense	¥ 688,083	$ 98,837	¥ 671,210	¥ 667,098
Shan Outlets Plan
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items]
Expected dividend yield (as a percent)	0.00%	0.00%
Risk-free interest rate minimum	2.53%	2.53%
Risk-free interest rate maximum	2.81%	2.81%
Expected volatility minimum	23.41%	23.41%
Expected volatility maximum	24.02%	24.02%
Share Price \| $ / shares		$ 226,756
Share-based Payment Arrangement, Disclosure [Abstract]
Share based compensation Aggregate of registered capital \| shares		150,000,000
Share based compensation Aggregate of registered capital in percent		15.00%
Options vesting rights description	The vesting period is 4 years where 62.5% will be vested on April 1, 2022 with the remaining to be vested ratably over the remaining vesting period.	The vesting period is 4 years where 62.5% will be vested on April 1, 2022 with the remaining to be vested ratably over the remaining vesting period.
Options vesting period	4 years	4 years
Options vesting percentage	62.50%	62.50%
Maximum contractual term	10 years	10 years
Share-based payment award, maximum employee subscription rate		7.50%
Shared compensation expense \| ¥	¥ 5,726
Repurchase share price average period	3 years	3 years
Expected volatility average period	3 years	3 years

Segment information (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥) segment	Dec. 31, 2019 USD ($) segment	Dec. 31, 2018 CNY (¥) segment	Dec. 31, 2017 CNY (¥)	Dec. 31, 2019 USD ($)
Segment information
Number of operating segments \| segment	4	4	2
Net revenues	¥ 92,994,418	$ 13,357,812	¥ 84,523,948	¥ 72,912,313
Total income from operations	4,773,374	685,653	2,421,113	2,690,446
Total other (expenses) income	169,431		325,962	(149,593)
Income before income taxes and share of (loss) gain of equity method investees	4,942,805	709,990	2,747,075	2,540,853
Depreciation
Depreciation	830,368	119,275	770,290	720,840
Interest income	217,027	31,174	242,872	101,125
Interest expenses	(86,004)	(12,354)	(159,744)	(82,435)
Share of loss of equity method investees, net of tax of nil	27,182	$ 3,904	(46,999)	(22,280)
Assets	48,582,678		43,562,663		$ 6,978,465
Investment in equity method investees	3,112,952		667,427		$ 447,148
Total expenditure for additions of long-lived assets	4,277,673		3,593,960
Inter-segment
Segment information
Net revenues	(1,325,383)		(389,413)	(212,647)
Depreciation
Interest income	(17,034)		(26,568)	(95,179)
Interest expenses	17,034		26,568	95,179
Unallocated expenses
Segment information
Total income from operations	(728,414)		(717,086)	(1,006,767)
Vip.com
Depreciation
Depreciation	771,049		715,087	714,656
Assets	37,727,525		34,867,619
Investment in equity method investees	737,806		667,427
Total expenditure for additions of long-lived assets	3,260,978		3,556,067
Vip.com \| Operating Segment
Segment information
Net revenues	91,435,282		84,159,609	72,875,234
Total income from operations	5,267,814		3,353,658	4,063,238
Depreciation
Interest income	167,550		232,494	192,052
Interest expenses	(42,424)		(103,504)	(55,821)
Share of loss of equity method investees, net of tax of nil	(25,590)		(46,999)	(22,280)
Shan Shan Outlets
Depreciation
Depreciation	22,551
Assets	5,732,260
Investment in equity method investees	2,375,146
Total expenditure for additions of long-lived assets	641,722
Shan Shan Outlets \| Operating Segment
Segment information
Net revenues	245,817
Total income from operations	6,255
Depreciation
Interest income	11,746
Interest expenses	(8,989)
Share of loss of equity method investees, net of tax of nil	52,772
Others
Depreciation
Depreciation	36,768		55,203	6,184
Assets	5,122,893		8,695,044
Total expenditure for additions of long-lived assets	374,973		37,893
Others \| Operating Segment
Segment information
Net revenues	2,638,702		753,752	249,726
Total income from operations	227,719		(215,459)	(366,025)
Depreciation
Interest income	54,765		36,946	4,252
Interest expenses	¥ (51,625)		¥ (82,808)	¥ (121,793)

Segment information - Other (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Segment information
Total net revenues	¥ 92,994,418	$ 13,357,812	¥ 84,523,948	¥ 72,912,313
Product revenues
Segment information
Total net revenues	88,721,311	12,744,019	81,510,275	71,171,653
Apparel
Segment information
Total net revenues	33,575,532		30,446,797	24,642,418
Shoes and bags
Segment information
Total net revenues	9,045,520		8,442,178	8,340,015
Cosmetics
Segment information
Total net revenues	14,645,878		11,700,310	10,607,267
Sportswear and sporting goods
Segment information
Total net revenues	7,333,523		5,699,740	4,747,077
Home goods and other lifestyle products
Segment information
Total net revenues	8,306,962		9,808,677	9,875,682
Toys, kids and baby
Segment information
Total net revenues	10,096,808		8,013,615	6,978,246
Other goods
Segment information
Total net revenues	5,717,088		7,398,958	5,980,948
Other revenues
Segment information
Total net revenues	¥ 4,273,107	$ 613,793	¥ 3,013,673	¥ 1,740,660

Subsequent events (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands	1 Months Ended		12 Months Ended
	Jan. 31, 2020 CNY (¥) shares	Jan. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 $ / shares	Dec. 31, 2018 $ / shares	Dec. 31, 2017 $ / shares
Subsequent Event [Line Items]
Stock based compensation options exercise price			$ 0.50	$ 1.65	$ 1.95
Subsequent event
Subsequent Event [Line Items]
Options vesting period	6 years	6 years
Stock based compensation options exercise price		$ 66.85
Share based compensation expenses recognition period	6 years	6 years
Options, grants in period, grant date fair value	¥ 1,671,625	$ 240,114
Subsequent event \| Class A ordinary shares
Subsequent Event [Line Items]
Number of commonstock called by options \| shares	5,363,788	5,363,788
Subsequent event \| ADS
Subsequent Event [Line Items]
Stock based compensation options exercise price		$ 13.37

Schedule I—Condensed Financial Information of the Parent Company - Statements of Income and Comprehensive Income (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Condensed Financial Information
General and administrative expenses	¥ (4,064,264)	$ (583,795)	¥ (2,674,179)	¥ (2,447,724)
Other operating income	645,413	92,708	757,062	531,055
Income from operations	4,773,374	685,653	2,421,113	2,690,446
Interest expenses	(86,004)	(12,354)	(159,744)	(82,435)
Share of results of equity method investees	27,182	3,904	(46,999)	(22,280)
Net income attributable to Vipshop Holdings Limited's shareholders	4,016,832	576,982	2,128,787	1,949,655
Other comprehensive income, net of tax of nil:
Foreign currency translation adjustments	(25,773)	(3,702)	(7,083)	342,348
Comprehensive income attributable to Vipshop Holdings Limited's shareholders	3,991,059	573,280	2,121,704	2,269,021
Parent company
Condensed Financial Information
General and administrative expenses	(31,240)	(4,487)	(694,847)	(696,832)
Other operating income	39,385	5,657	36,087	77,513
Income from operations	8,145	1,170	(658,760)	(619,319)
Interest expenses	(9,062)	(1,302)	(57,293)	(54,665)
Share of results of equity method investees	(6,163)	(885)	1,642	(21,319)
Equity income of subsidiaries and VIEs	4,023,912	577,999	2,843,198	2,644,958
Net income attributable to Vipshop Holdings Limited's shareholders	4,016,832	576,982	2,128,787	1,949,655
Other comprehensive income, net of tax of nil:
Foreign currency translation adjustments	(25,773)	(3,702)	(7,083)	342,348
Share of comprehensive loss of subsidiaries				(22,982)
Comprehensive income attributable to Vipshop Holdings Limited's shareholders	¥ 3,991,059	$ 573,280	¥ 2,121,704	¥ 2,269,021

Schedule I—Condensed Financial Information of the Parent Company - Balance Sheets (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands	Dec. 31, 2019 CNY (¥) shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 CNY (¥) shares	Dec. 31, 2018 $ / shares	Dec. 31, 2017 CNY (¥)
ASSETS
Cash and cash equivalents	¥ 6,573,808	$ 944,268	¥ 9,540,556		¥ 9,973,891
Investment in equity-method investees	3,112,952	447,148	667,427
Total assets	48,582,678	6,978,465	43,562,663
LIABILITIES AND SHAREHOLDERS' EQUITY
Total liabilities	26,332,981	3,782,496	26,351,870
EQUITY
Additional paid-in capital	9,959,497	1,430,592	9,385,216
Retained earnings	11,924,228	1,712,808	7,907,396
Accumulated other comprehensive loss	(56,656)	(8,138)	(30,883)
Total Vipshop Holdings Limited shareholders' equity	21,827,156	3,135,275	17,261,815
Total liabilities and shareholders' equity	48,582,678	6,978,465	43,562,663
Class A ordinary shares
EQUITY
Ordinary shares	¥ 76	$ 11	¥ 75
Additional disclosure
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001		$ 0.0001
Common shares, shares authorized	483,489,642	483,489,642	483,489,642
Common shares, shares issued	117,584,362	117,584,362	116,395,883
Common shares, shares outstanding	117,584,362	117,584,362	116,395,883
Class B ordinary shares
EQUITY
Ordinary shares	¥ 11	$ 2	¥ 11
Additional disclosure
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001		0.0001
Common shares, shares authorized	16,510,358	16,510,358	16,510,358
Common shares, shares issued	16,510,358	16,510,358	16,510,358
Common shares, shares outstanding	16,510,358	16,510,358	16,510,358
Parent company
ASSETS
Cash and cash equivalents	¥ 44	$ 6	¥ 212
Investment in equity-method investees	42,315	6,078	48,292
Investment in subsidiaries and VIEs	16,643,391	2,390,674	11,937,122
Amount due from subsidiaries and VIEs	5,146,414	739,236	9,614,563
Total assets	21,832,164	3,135,994	21,600,189
LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued expenses and other current liabilities	5,008	719	11,106
Convertible senior notes \| ¥			4,327,268
Total liabilities	5,008	719	4,338,374
EQUITY
Additional paid-in capital	9,959,497	1,430,592	9,385,216
Retained earnings	11,924,228	1,712,808	7,907,396
Accumulated other comprehensive loss	(56,656)	(8,138)	(30,883)
Total Vipshop Holdings Limited shareholders' equity	21,827,156	3,135,275	17,261,815
Total liabilities and shareholders' equity	21,832,164	3,135,994	21,600,189
Parent company \| Class A ordinary shares
EQUITY
Ordinary shares	¥ 76	$ 11	¥ 75
Additional disclosure
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001		0.0001
Common shares, shares authorized	483,489,642	483,489,642	483,489,642
Common shares, shares issued	117,584,362	117,584,362	116,395,883
Common shares, shares outstanding	117,584,362	117,584,362	116,395,883
Parent company \| Class B ordinary shares
EQUITY
Ordinary shares	¥ 11	$ 2	¥ 11
Additional disclosure
Common shares, par value (in dollars per share) \| $ / shares		$ 0.0001		$ 0.0001
Common shares, shares authorized	16,510,358	16,510,358	16,510,358
Common shares, shares issued	16,510,358	16,510,358	16,510,358
Common shares, shares outstanding	16,510,358	16,510,358	16,510,358

Schedule I—Condensed Financial Information of the Parent Company - STATEMENTS OF CASH FLOWS and Notes (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2017 CNY (¥)
Cash flow from operating activities:
Net income	¥ 3,986,433	$ 572,615	¥ 2,133,472	¥ 1,892,433
Adjustments to reconcile net income to net cash by operating activities:
Share of results of equity method investees	(27,182)	(3,904)	46,999	22,280
Share-based compensation expenses	688,083	98,837	671,210	667,098
Amortization of debt issuance cost				5,950
Changes in operating assets and liabilities:
Deferred income	27,904	4,008	150,335	26,554
Net cash generated from (used in) operating activities	12,290,183	1,765,374	5,745,748	981,251
Cash flows from investing activities:
Net cash (used in) provided by investing activities	(8,240,560)	(1,183,684)	(6,693,812)	(2,032,606)
Cash flows from financing activities:
Proceeds from issuance of ordinary shares upon exercise of share options	297	43	3,947	5,969
Redemption of convertible senior notes	(4,220,841)	(606,286)		(21,697)
Proceeds from issuance of ordinary shares to new investors				5,610,337
Net cash provided by (used in) financing activities	(6,256,700)	(898,718)	586,968	7,169,824
Effect of exchange rate changes on cash and cash equivalents	(112,110)	(16,103)	177,576	(6,054)
Net increase (decrease) in cash, cash equivalents and restricted cash	(2,319,187)	(333,131)	(183,520)	6,112,415
Cash, cash equivalents and restricted cash at beginning of the year	10,038,472	1,441,936	10,221,992	4,109,577
Cash, cash equivalents and restricted cash at end of the year	7,719,285	1,108,805	10,038,472	10,221,992
Parent company
Cash flow from operating activities:
Net income	4,016,832	576,982	2,128,787	1,949,655
Adjustments to reconcile net income to net cash by operating activities:
Equity income of subsidiaries and variable interest entities	(4,023,912)	(577,999)	(2,843,198)	(2,644,958)
Share of results of equity method investees	6,163	885	(1,642)	21,319
Share-based compensation expenses			671,210	667,098
Amortization of debt issuance cost				5,950
Changes in operating assets and liabilities:
Investment in subsidiaries and VIEs			176,370
Accrued expenses and other current liabilities	(5,885)	(846)	(10,115)	53,870
Deferred income				(44,109)
Net cash generated from (used in) operating activities	(6,802)	(978)	121,412	8,825
Cash flows from investing activities:
(Loan to) repayment from subsidiaries and VIEs	4,227,181	607,198	(452,366)	(5,277,028)
Net cash (used in) provided by investing activities	4,227,181	607,198	(452,366)	(5,277,028)
Cash flows from financing activities:
Proceeds from issuance of ordinary shares upon exercise of share options	297	43	3,947	5,969
Redemption of convertible senior notes	(4,220,841)	(606,286)		(21,697)
Proceeds from issuance of ordinary shares to new investors				5,610,337
Net cash provided by (used in) financing activities	(4,220,544)	(606,243)	3,947	5,594,609
Effect of exchange rate changes on cash and cash equivalents	(3)	(1)	(95)	(44)
Net increase (decrease) in cash, cash equivalents and restricted cash	(168)	(24)	(327,102)	326,362
Cash, cash equivalents and restricted cash at beginning of the year	212	30	327,314	952
Cash, cash equivalents and restricted cash at end of the year	44	$ 6	212	327,314
Restriction on dividend distribution
Amount of restricted capital and reserves not available for dividend distribution	7,265,250
Cash dividend declared and paid to the Company	¥ 0		¥ 0	¥ 0