UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2020

Commission File Number: 001-35454

Vipshop Holdings Limited

No. 20 Huahai Street

Liwan District, Guangzhou 510370

People’s Republic of China

(Address of principal executive offices)

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

Form 20-F  ☒             Form 40-F  ☐

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

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

EXHIBIT INDEX

SIGNATURES

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

Date: August 19, 2020

Exhibit 99.1

Vipshop Reports Unaudited Second Quarter 2020 Financial Results

Conference Call to Be Held at 7:30 A.M. U.S. Eastern Time on August 19, 2020

Guangzhou, China, August 19, 2020 – Vipshop Holdings Limited (NYSE: VIPS), a leading online discount retailer for brands in China (“Vipshop” or the “Company”), today announced its unaudited financial results for the second quarter ended June 30, 2020.

Second Quarter 2020 Highlights

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Mr. Eric Shen, Chairman and Chief Executive Officer of Vipshop, stated, “We are delighted to have delivered solid financial and operational results in the second quarter of 2020, driven by our strong merchandising capability. In particular, our number of active customers during the quarter increased by 17% year over year to 38.8 million from 33.1 million in the same period last year. We have seen strong recovery in demand for apparel since early May and ran a successful promotional campaign in June after daily life in China has returned to normal. Looking ahead, we will continue to focus on enhancing our product offerings, working more effectively with our suppliers to provide our customers with top-notch apparel assortments. We believe that we are well positioned to continue to gain market share in China’s discount retail segment.”

Mr. Donghao Yang, Chief Financial Officer of Vipshop, further commented, “We finished the second quarter of 2020 with healthy topline growth and improved year-over-year net margin attributable to Vipshop’s shareholders. During the quarter, repeat customers as a percentage of total active customers increased to 90% from 87% in the prior year period, representing a meaningful enhancement in our customer stickiness. These successes were made possible by our team’s solid execution in optimizing our product assortment to meet our customers’ needs. Looking ahead, we will continue to execute on our merchandising strategy, aiming to deliver strong topline growth balanced with solid profitability.”

Second Quarter 2020 Financial Results

REVENUE

Total net revenue for the second quarter of 2020 increased by 6.0% year over year to RMB24.1 billion (US$3.4 billion) from RMB22.7 billion in the prior year period, primarily driven by the growth in the number of total active customers.

GROSS PROFIT

Gross profit for the second quarter of 2020 was RMB4.9 billion (US$699.2 million), as compared with 5.1 billion in the prior year period. Gross margin for the second quarter of 2020 was 20.5%, as compared with 22.4% in the prior year period, primarily attributable to the Company’s strategy to reinvest into discounts and coupons during this year’s June promotional event.

OPERATING EXPENSES

Total operating expenses for the second quarter of 2020 decreased to RMB3.8 billion (US$540.0 million) from RMB4.2 billion in the prior year period. As a percentage of total net revenue, total operating expenses for the second quarter of 2020 decreased to 15.8% from 18.5% in the prior year period.

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INCOME FROM OPERATIONS

Income from operations for the second quarter of 2020 increased by 28.4% year over year to RMB1.2 billion (US$175.5 million) from RMB965.4 million in the prior year period. Operating margin for the second quarter of 2020 increased to 5.1% from 4.2% in the prior year period.

Non-GAAP income from operations⁵ for the second quarter of 2020, which excluded share-based compensation expenses and amortization of intangible assets resulting from business acquisitions, increased by 27.1% year over year to RMB1.5 billion (US$211.4 million) from RMB1.2 billion in the prior year period. Non-GAAP operating income margin⁶ for the second quarter of 2020 increased to 6.2% from 5.2% in the prior year period.

NET INCOME

Net income attributable to Vipshop’s shareholders for the second quarter of 2020 increased by 88.9% year over year to RMB1.5 billion (US$217.5 million) from RMB813.5 million in the prior year period. Net margin attributable to Vipshop’s shareholders for the second quarter of 2020 increased to 6.4% from 3.6% in the prior year period. Net income attributable to Vipshop’s shareholders per diluted ADS⁷ for the second quarter of 2020 increased to RMB2.24 (US$0.32) from RMB1.21 in the prior year period.

Non-GAAP net income attributable to Vipshop’s shareholders for the second quarter of 2020, which excluded (i) share-based compensation expenses, (ii) amortization of intangible assets resulting from business acquisitions, (iii) tax effect of amortization of intangible assets resulting from business acquisitions, (iv) investment gain and revaluation of investments excluding dividends, (v) tax effect of investment gain and revaluation of investments excluding dividends, and (vi) share of loss in investment of limited partnership that is accounted for as an equity method investee, increased by 24.3% year over year to RMB1.3 billion (US$186.9 million) from RMB1.1 billion in the prior year period. Non-GAAP net margin attributable to Vipshop’s shareholders⁸ for the second quarter of 2020 increased to 5.5% from 4.7% in the prior year period. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS⁹ for the second quarter of 2020 increased to RMB1.92 (US$0.27) from RMB1.58 in the prior year period.

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For the quarter ended June 30, 2020, the Company’s weighted average number of ADSs used in computing diluted income per ADS was 686,613,335.

BALANCE SHEET AND CASH FLOW

As of June 30, 2020, the Company had cash and cash equivalents and restricted cash of RMB8.1 billion (US$1.1 billion) and short term investments of RMB5.9 billion (US$840.7 million).

For the quarter ended June 30, 2020, net cash from operating activities was RMB5.1 billion (US$720.3 million), and free cash flow¹⁰, a non-GAAP measurement of liquidity, was as follows:

For the three months ended

For the trailing twelve months ended

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Recent Development

Mr. Donghao Yang will step down from the Company’s Chief Financial Officer position for personal reasons in November 2020, and the Company’s Board of Directors has appointed Mr. Yang as a new Non-Executive Director, effective simultaneously with the change of his position. Mr. Yang has served as the Company’s Chief Financial Officer since 2011 and made significant contributions to the Company’s growth and transformation from a privately held company into a publicly listed company with effective internal control and compliance systems in the past nine years. The Company has already commenced a search process for a new Chief Financial Officer.

Business Outlook

For the third quarter of 2020, the Company expects its total net revenue to be between RMB20.6 billion and RMB21.6 billion, representing a year-over-year growth rate of approximately 5% to 10%. These forecasts reflect the Company’s current and preliminary view on the market and operational conditions, which is subject to change.

Exchange Rate

The Company’s business is primarily conducted in China and the significant majority of revenues generated are denominated in Renminbi. This announcement contains currency conversions of Renminbi amounts into U.S. dollars solely for the convenience of the reader. Unless otherwise noted, all translations from Renminbi to U.S. dollars are made at a rate of RMB7.0651 to US$1.00, the effective noon buying rate on June 30, 2020 as set forth in the H.10 statistical release of the Federal Reserve Board. No representation is made that the Renminbi amounts could have been, or could be, converted, realized or settled into U.S. dollars at that rate on June 30, 2020, or at any other rate.

Conference Call Information

The Company will hold a conference call on Wednesday, August 19, 2020 at 7:30 am Eastern Time or 7:30 pm Beijing Time to discuss its financial results and operating performance for the second quarter of 2020.

All participants wishing to join the conference call must pre-register online using the link provided below. Once pre-registration has been complete, participants will receive dial-in numbers, a passcode, and a unique registrant ID. To join the conference, simply dial the number in the calendar invite you receive after pre-registration, enter the passcode followed by your PIN, and you will join the conference instantly.

The replay will be accessible through August 27, 2020 by dialing the following numbers:

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

About Vipshop Holdings Limited

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

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as Vipshop’s strategic and operational plans, contain forward-looking statements. Vipshop may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Vipshop’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Vipshop’s goals and strategies; Vipshop’s future business development, results of operations and financial condition; the expected growth of the online discount retail market in China; Vipshop’s ability to attract customers and brand partners and further enhance its brand recognition; Vipshop’s expectations regarding demand for and market acceptance of flash sales products and services; competition in the discount retail industry; the potential impact of the COVID-19 to Vipshop’s business operations and the economy in China and elsewhere generally; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Vipshop’s filings with the SEC. All information provided in this press release is as of the date of this press release, and Vipshop does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

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Use of Non-GAAP Financial Measures

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

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

Investor Relations Contact

Jessie Fan

Tel: +86 (20) 2233-0732

Email: IR@vipshop.com

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Vipshop Holdings Limited

Unaudited Condensed Consolidated Statements of Income and Comprehensive Income

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

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Vipshop Holdings Limited

Unaudited Condensed Consolidated Balance Sheets

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

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Vipshop Holdings Limited

Reconciliations of GAAP and Non-GAAP Results

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