SEC Filing | Vipshop Holdings Ltd

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Form 20-F

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

20-F

(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission File Number:

001-35454

Vipshop Holdings Limited

(Exact Name of Registrant as Specified in Its Charter)

N/A

(Translation of Registrant’s Name into English)

Cayman Islands

(Jurisdiction of Incorporation or Organization)

128 Dingxin Road

Haizhu District, Guangzhou 510220

People’s Republic of China

(Address of Principal Executive Offices)

David Cui, Chief Financial Officer

Vipshop Holdings Limited

128 Dingxin Road

Haizhu District, Guangzhou 510220

People’s Republic of China

Telephone: +86 (20) 2233-0025

Facsimile: +86 (20) 2233-0111

(Name, Telephone, Email and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
American depositary shares, each representing 0.2 Class A ordinary shares, par value US$0.0001 per share	VIPS	New York Stock Exchange
Class A ordinary shares, par value US$0.0001 per share*

*	Not for trading, but only in connection with the listing of American depositary shares on the New York Stock Exchange.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 120,232,895 Class A ordinary shares, par value US$0.0001 per share, and 15,560,358 Class B ordinary shares, par value US$0.0001 per share, as of December 31, 2021.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.


Large Accelerated Filer	☒	Accelerated Filer	☐	Non-Accelerated Filer	☐

				Emerging Growth Company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP ☒		International Financial Reporting Standards as issued by the International Accounting Standards Board ☐		Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). ☐ Yes ☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

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TABLE OF CONTENTS


			Page
INTRODUCTION				1

FORWARD-LOOKING INFORMATION				3

PART I				4
	ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		4
	ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE		4
	ITEM 3.	KEY INFORMATION		4
	ITEM 4.	INFORMATION ON THE COMPANY		62
	ITEM 4A.	UNRESOLVED STAFF COMMENTS		104
	ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS		104
	ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		124
	ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		138
	ITEM 8.	FINANCIAL INFORMATION		139
	ITEM 9.	THE OFFER AND LISTING		140
	ITEM 10.	ADDITIONAL INFORMATION		141
	ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		157
	ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		158

PART II.				160
	ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		160
	ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		160
	ITEM 15.	CONTROLS AND PROCEDURES		160
	ITEM 16.	[RESERVED]		161
	ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT		161
	ITEM 16B.	CODE OF ETHICS		161
	ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		161
	ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		162
	ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		162
	ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		162
	ITEM 16G.	CORPORATE GOVERNANCE		162
	ITEM 16H.	MINE SAFETY DISCLOSURE		162
	ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		162

PART III.				163
	ITEM 17.	FINANCIAL STATEMENTS		163
	ITEM 18.	FINANCIAL STATEMENTS		163
	ITEM 19.	EXHIBITS		163

SIGNATURES				166

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INTRODUCTION

In this annual report, unless otherwise indicated or unless the context otherwise requires:

•

“active customers” refers to registered members who have purchased from our online sales business or our online marketplace platforms at least once during the relevant period;

•

“ADSs” refers to the American depositary shares, each of which represents 0.2 Class A ordinary shares of our company, par value US$0.0001 per share;

•

“China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this annual report only, Taiwan, Hong Kong, and Macau;

•

“cumulative customers” refers to all customers who had purchased products from our Vipshop Online Platform at least once during the period from our inception on August 22, 2008 to a specified date;

•

“daily unique visitors” or “monthly unique visitors” refers to the number of different IP addresses from which our Vipshop Online Platform is visited during a given day or a given month, respectively;

•

“discount retailers” refers to retailers that primarily offer branded merchandise systematically at lower-than regular prices through both online and offline channels on a permanent basis;

•

“discount retail market” includes discount retailers that primarily offer brand-named merchandise systematically at lower-than regular prices branded through both online and offline channels on a permanent basis. Regular retailers that may employ special discount events from time to time are excluded from this market;

•

“GMV” refers to gross merchandise value, the total Renminbi value of all products and services sold through our online sales business, online marketplace platform, offline stores, Shan Shan Outlets, and city outlets during the relevant period, including our websites and mobile apps, third-party websites and mobile apps, Vipshop offline stores, Vipmaxx offline stores (since 2019), Shan Shan Outlets (since we acquired it in July 2019), and the city outlet in Hefei, Anhui province that is operated by us (since 2020), which were fulfilled by either our company or our third-party merchants, regardless of whether or not the goods were delivered or returned. GMV includes shipping charges paid by buyers to sellers. For prudent considerations, we do not consider products or services to be sold if the relevant orders were placed and canceled

pre-shipment

and only included orders that left our or other third-party vendors’ warehouses;

•

a “registered member” refers to any consumer who has registered and created an account with us;

•

“Renminbi” or “RMB” refers to the legal currency of China, and “US$” or “U.S. dollars” refers to the legal currency of the United States;

•

“repeat customers” refers to, for a given period, any customer who (i) is an active customer during such period, and (ii) had purchased products from us or our online marketplace platforms at least twice during the period from our inception on August 22, 2008 to the end of such period. Orders placed by a repeat customer during a given period include all orders placed by the customer during such period even if the customer made the first purchase from us in the same period;

•

“shares” or “ordinary shares” refers to our ordinary shares, which include both Class A ordinary shares and Class B ordinary shares, par value US$0.0001 per share;

•

“total orders” refers to the total number of orders placed during the relevant period, including the orders for products and services sold through our online sales business and on our online marketplace platforms (excluding, for the avoidance of doubt, orders from our offline stores and outlets), net of orders returned;

•

“Vipshop Online Platform” refers to our Vipshop App mobile application, Vipshop WeChat Mini-Program, and our

vip.com

website; and

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•

“we,” “us,” or “our company” refers to Vipshop Holdings Limited and its subsidiaries and consolidated affiliated entities.

Any discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

Our reporting currency is Renminbi. This annual report contains translations from Renminbi to U.S. dollars solely for the convenience of the reader. Unless otherwise stated, all translations from Renminbi to U.S. dollars were made at a rate of RMB6.3726 to US$1.00, which was the exchange rate in effect as of December 30, 2021 as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System. We make no representation that any Renminbi amounts referred to in this annual report could have been, or could be, converted to U.S. dollars at any particular rate, or at all.

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FORWARD-LOOKING INFORMATION

This annual report contains forward-looking statements that reflect our current expectations and views of future events. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Known and unknown risks, uncertainties and other factors, including those included in “Item 3. Key Information—D. Risk Factors,” may cause our actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as “may,” “might,” “will,” “would,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue,” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy, and financial needs. These forward-looking statements include without limitation statements relating to:

•

our goals and strategies,

•

our future business development, financial condition, and results of operations,

•

the expected growth of the online discount retail market in China,

•

our ability to attract customers and brand partners and further enhance our brand recognition,

•

our expectations regarding demand for and market acceptance of our products and services,

•

competition in our industry,

•

relevant government policies and regulations relating to our industry,

•

fluctuations in general economic and business conditions in China and globally, and

•

assumptions underlying or related to any of the foregoing.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Item 3. Key Information—D. Risk Factors,” “Item 4. Information on the Company—B. Business Overview,” “Item 5. Operating and Financial Review and Prospects,” and other sections in this annual report. You should read thoroughly this annual report and the documents that we refer to in this annual report with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

We operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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PART I

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.

KEY INFORMATION

Our Holding Company Structure and Contractual Arrangements with Our Consolidated Affiliated Entities

Vipshop Holdings Limited is not a Chinese operating company but a Cayman Islands holding company with no equity ownership in its consolidated affiliated entities and their subsidiaries. We conduct our operations in China through (i) our PRC subsidiaries, and (ii) our consolidated affiliated entities and their subsidiaries. PRC laws and regulations restrict and impose conditions on foreign investment in internet content, value-added telecommunication-based online marketing and mobile application distribution businesses, and internet-based audio and video services. Accordingly, we operate these businesses in China through our consolidated affiliated entities and their subsidiaries, and rely on contractual arrangements among our PRC subsidiaries, our consolidated affiliated entities and their nominee shareholders to control the business operations of our consolidated affiliated entities and their subsidiaries. Revenues contributed by our consolidated affiliated entities accounted for 3.9%, 2.3%, and 2.6% of our total net revenues in 2019, 2020, and 2021, respectively. As used in this annual report, “we,” “us,” “our company,” or “our” refers to Vipshop Holdings Limited, its subsidiaries, and, in the context of describing our operations and consolidated financial information, our consolidated affiliated entities in China, including but not limited to (i) Guangzhou Vipshop

E-Commerce

Co., Ltd., or Vipshop

E-Commerce,

which currently holds the primary licenses necessary to conduct the internet-related operations of our Vipshop Online Platform in China, (ii) Guangzhou Vipshop Information Technology Co., Ltd., or Vipshop Information, and (iii) Pin Jun Tong Enterprise Management & Consulting Co., Ltd., or Pin Jun Tong. Investors in our ADSs are not purchasing equity interest in our consolidated affiliated entities in China but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands.

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The following diagram illustrates our corporate structure, including our principal subsidiaries and consolidated affiliated entity as of the date of this annual report:

Notes:

(1)	Shareholders of Vipshop E-Commerce include our co-founders and shareholders Eric Ya Shen and Arthur Xiaobo Hong, holding 66.7% and 33.3% of the total equity interests in Vipshop E-Commerce, respectively.

(2)	A consolidated affiliated entity primarily engaged in operating e-commerce platform.

(3)	A subsidiary primarily engaged in warehousing, logistics, product procurement, research and development, technology development, and consulting businesses.

(4)	A subsidiary primarily engaged in product procurement business.

(5)	Subsidiaries primarily engaged in retail businesses and warehousing services in the cities of Jianyang, and Zhaoqing, and the regions around them.

(6)	A subsidiary primarily engaged in software development and information technology support.

(7)	A subsidiary primarily engaged in supplier chain services.

A series of contractual agreements, including equity interest pledge agreements, exclusive option agreements, powers of attorney, exclusive business cooperation agreements, and loan agreements, have been entered into by and among our PRC subsidiaries, our consolidated affiliated entities, and their respective shareholders. Terms contained in each set of contractual arrangements with our consolidated affiliated entities and their respective shareholders are substantially similar. As a result of these contractual arrangements, we have effective control over and are considered the primary beneficiary of our consolidated affiliated entities, and we have consolidated the financial results of these companies in our consolidated financial statements. For more details of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements Relating to Our Consolidated Affiliated Entities.”

However, contractual arrangements may not be as effective as direct ownership in providing us with control over our consolidated affiliated entities and their subsidiaries and we may incur substantial costs in enforcing the terms of the arrangements. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate

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Structure—We rely on contractual arrangements with our consolidated affiliated entities and their respective shareholders for the operation of our business, which may not be as effective as direct ownership. If our consolidated affiliated entities and their respective shareholders fail to perform their obligations under these contractual arrangements, we may have to resort to arbitration or litigation to enforce our rights, which may be time-consuming, unpredictable, expensive, and damaging to our operations and reputation” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—The shareholders of our significant consolidated affiliated entity have potential conflict of interest with us, which may adversely affect our business.”

There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with our consolidated affiliated entities and their nominee shareholders. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or, if adopted, what they would provide. If we or any of our consolidated affiliated entities is found to be in violation of any existing or future PRC laws or regulations, or fails to obtain or maintain any of the required licenses, permits, registrations, or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations or failures. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—Substantial uncertainties and restrictions exist with respect to the interpretation and application of PRC laws and regulations relating to online commerce and provision of internet content in China. If the PRC government finds that the structure we have adopted for our business operations does not comply with PRC laws and regulations, we could be subject to severe penalties, including shut-down of our Vipshop Online Platform” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—Our business may be significantly affected by the newly enacted PRC Foreign Investment Law.”

Our corporate structure is subject to risks associated with our contractual arrangements with our consolidated affiliated entities. If the PRC government deems these contractual arrangements to be not in compliance with PRC laws or regulations, including those on foreign investment in the relevant industries, or if these laws or regulations or the interpretation thereof change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our Cayman Islands holding company, our PRC subsidiaries, our consolidated affiliated entities and their subsidiaries, and investors of our company face uncertainty with respect to potential actions that may be taken by the PRC government which could affect the enforceability of the contractual arrangements we have with our consolidated affiliated entities and, consequently, significantly affect the financial performance of our consolidated affiliated entities and our company as a whole. For a detailed description of the risks associated with our corporate structure, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure.”

Our China Operations

We face various risks and uncertainties relating to doing business in China. Our business operations are primarily conducted in China, and we are subject to complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on overseas offerings, anti-monopoly regulatory actions, and oversight on cybersecurity, data security and data privacy, as well as the lack of inspection on our auditors by the Public Company Accounting Oversight Board, or the PCAOB, which may impact our ability to conduct certain businesses, accept foreign investments, or list and conduct offerings on a United States or other foreign exchange. These risks could result in a material adverse change in our operations and the value of our ADSs, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline. For a detailed description of risks relating to doing business in China, see “Item 3.D. Key Information—Risk Factors—Risks Relating to Doing Business in China.”

The PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide

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regulations in this nature, such as data security or anti-monopoly related regulations, may cause the value of such securities to significantly decline. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—The PRC government’s significant oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ADSs.”

Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us” and “—We may be adversely affected by the complexity, uncertainties, and changes in PRC regulation of internet-related businesses and companies, including

e-commerce

business.”

The Holding Foreign Companies Accountable Act

The Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020. The HFCA Act states that if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange. Since our auditor is located in a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the local authorities, our auditor is not currently inspected by the PCAOB, which may impact our ability to remain listed on a United States or other foreign exchange. The related risks and uncertainties could cause the value of our ADSs to significantly decline. The PCAOB identified our auditor as one of the registered public accounting firms that the PCAOB is unable to inspect or investigate completely. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PCAOB is currently unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor deprives our investors with the benefits of such inspections” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our ADSs may be prohibited from trading in the United States under the HFCAA in 2024 if the PCAOB is unable to inspect or fully investigate our auditors, or as early as 2023 if proposed changes to the law are enacted. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.”

Permissions Required from the PRC Authorities for Our Operations

We conduct our business primarily through our subsidiaries and consolidated affiliated entities in China. Our operations in China are governed by PRC laws and regulations. As of the date of this annual report, our PRC subsidiaries and consolidated affiliated entities and their subsidiaries have obtained the requisite licenses and permits from the PRC government authorities that are material for their business operations in China, including, among others, VAT Licenses, Food Operating Permit, Internet Drug Information Service Qualification Certificate, Payment Business License, Network Cultural Business License, and Record-Filing of a Customs Declaration Entity.

Given the uncertainties of interpretation and implementation of the relevant laws and regulations and the enforcement practice by relevant government authorities, we may be required to obtain additional licenses, permits, registrations, filings, or approvals for our business operations in the future. For more detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—We may be adversely affected by the complexity, uncertainties, and changes in PRC regulation of internet-related businesses and companies, including

e-commerce

business,” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—If our PRC subsidiaries and consolidated affiliated entities fail to obtain and maintain the requisite assets, licenses, and approvals required under PRC laws, our business, financial condition, and results of operations may be materially and adversely affected.”

Furthermore, in connection with our issuance of securities to foreign investors in the past, under current PRC laws, regulations, and rules, as of the date of this annual report, we believe that we, our PRC subsidiaries,

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and our consolidated affiliated entities, (i) are not required to obtain permissions from the China Securities Regulatory Commission, or the CSRC, (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, and (iii) have not received or were not denied such requisite permissions by any PRC authority.

However, the PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas by and foreign investment in China-based issuers. For more detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—The approval of and filing with the CSRC or other PRC government authorities may be required in connection with our overseas offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.”

Cash and Asset Flows Through Our Organization

Vipshop Holdings Limited is a holding company with no operations of its own. We conduct our operations in China primarily through our subsidiaries and consolidated affiliated entities in China. As a result, although other means are available for us to obtain financing at the holding company level, Vipshop Holdings Limited’s ability to pay dividends to the shareholders and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries and license and service fees paid by our consolidated affiliated entities. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to Vipshop Holdings Limited. In addition, our PRC subsidiaries are permitted to pay dividends to Vipshop Holdings Limited only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Furthermore, our PRC subsidiaries and consolidated affiliated entities are required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. For more details, see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Holding Company Structure.”

Under PRC laws and regulations, our PRC subsidiaries and consolidated affiliated entities and their subsidiaries are subject to certain restrictions with respect to payment of dividends or otherwise transfers of any of their net assets to us. Remittance of dividends by a wholly foreign-owned enterprise out of China is also subject to examination by the banks designated by the PRC State Administration of Foreign Exchange, or SAFE. These restrictions are benchmarked against the paid-in capital and the statutory reserve funds of our PRC subsidiaries and the net assets of our consolidated affiliated entities in which we have no legal ownership. As of December 31, 2019, 2020, and 2021, the total amount of such restriction to which our PRC subsidiaries and consolidated affiliated entities and their subsidiaries are subject was RMB10.36 billion, RMB11.03 billion, and RMB12.15 billion (US$1.91 billion). For risks relating to the fund flows of our operations in China, see “Item 3. Key Information—Risk Factors—Risks Relating to Doing Business in China—We principally rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our PRC subsidiaries to make payments to us could materially and adversely affect our ability to conduct our business.”

Under PRC laws, Vipshop Holdings Limited may fund our PRC subsidiaries only through capital contributions or loans, and fund our consolidated affiliated entities or their subsidiaries only through loans, subject to satisfaction of applicable government registration and approval requirements. Please see “Item 3. Key Information—Financial Information Relating to Our Consolidated Affiliated Entities” for services provided, cash flows or transfer of other assets between our company, our subsidiaries and our consolidated affiliated entities during the three years ended December 31, 2019, 2020, and 2021.

Vipshop Holdings Limited has not declared or paid any cash dividends, nor does it have any present plan to pay any cash dividends on its ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. See “Item 8. Financial

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Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.” For PRC and United States federal income tax considerations of an investment in our ADSs, see “Item 10. Additional Information—E. Taxation.”

Financial Information Relating to Our Consolidated Affiliated Entities

The following tables present the condensed consolidating schedules for our consolidated affiliated entities and other entities for the years and as of the dates indicated.

Condensed Consolidated Statements of Income Information


	For the Year Ended December 31, 2021
	Parent Company		Subsidiaries		Consolidated affiliated entities		Eliminations (1)			Consolidated Total
	RMB
	(In thousands)
Net revenues		—		114,813,941		7,424,952		(5,179,215	)		117,059,678
Share of gain from subsidiaries and consolidated affiliated entities		4,686,284		—		—		(4,686,284	)		—
Net income		4,681,073		4,307,382		390,703		(4,686,284	)		4,692,874
Comprehensive income		4,651,428		4,307,382		390,703		(4,686,284	)		4,663,229


	For the Year Ended December 31, 2020
	Parent Company		Subsidiaries		Consolidated affiliated entities			Eliminations (1)			Consolidated Total
	RMB
	(In thousands)
Net revenues		—		99,970,674		6,129,008			(4,241,193	)		101,858,489
Share of gain from subsidiaries and consolidated affiliated entities		5,879,908		—		—			(5,879,908	)		—
Net income(loss)		5,906,957		5,923,652		(31,345	)		(5,879,908	)		5,919,356
Comprehensive income(loss)		5,904,659		5,923,652		(31,345	)		(5,879,908	)		5,917,058


	For the Year Ended December 31, 2019
	Parent Company		Subsidiaries		Consolidated affiliated entities			Eliminations (1)			Consolidated Total
	RMB
	(In thousands)
Net revenues		—		90,214,137		10,718,848			(7,938,567	)		92,994,418
Share of gain from subsidiaries and consolidated affiliated entities		4,023,912		—		—			(4,023,912	)		—
Net income(loss)		4,016,832		4,052,429		(58,916	)		(4,023,912	)		3,986,433
Comprehensive income(loss)		3,991,059		4,052,429		(58,916	)		(4,023,912	)		3,960,660

Notes:

(1)	The elimination mainly represents the intercompany service fee for technology services provide by our subsidiaries to consolidated affiliated entities and services rendered related to marketing activities provide by consolidated affiliated entities to our subsidiaries.

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Condensed Consolidated Balance Sheets Information


	As of December 31, 2021
	Parent company			Subsidiaries			Consolidated affiliated entities			Eliminations			Consolidated Total
	RMB

	(In thousands)
Cash and cash equivalents		337			14,877,689			1,419,384			—			16,297,410
Restricted cash		—			29,457			844,402			—			873,859
Short-term investments		—			4,589,804			791,814			—			5,381,618
Amounts due from related parties, net		—			636,856			969			—			637,825
Account and other receivables and prepayments, net		—			2,151,657			634,337			—			2,785,994
Amount due from group companies		3,812,267			361,955			2,268,780			(6,443,002	)		—
Loan receivables, net		—			131			—			—			131
Inventories		—			6,861,615			3,493			—			6,865,108
Property and equipment, net		—			14,310,297			66,415			—			14,376,712
Deposits for property and equipment		—			362,889			19,232			—			382,121
Land use rights, net		—			6,612,165			—			—			6,612,165
Intangible assets, net		—			—			320,943			—			320,943
Investments in equity method investees		—			1,657,588			819,280			—			2,476,868
Other investments		—			1,980,772			502,139			—			2,482,911
Investment in subsidiaries and consolidated affiliated entities		28,904,332			—			—			(28,904,332	)		—
Other long-term assets		—			67,795			228,571			—			296,366
Goodwill		—			575,874			13,291			—			589,165
Deferred tax assets, net		—			669,727			90,296			—			760,023
Right-of-use assets, net		—			1,144,794			3,528			—			1,148,322

Total assets		32,716,936			56,891,065			8,026,874			(35,347,334	)		62,287,541

Amount due to group companies		—			(6,081,047	)		(361,955	)		6,443,002			—
Other liabilities		(84,038	)		(24,977,489	)		(3,397,698	)		—			(28,459,225	)

Total liabilities		(84,038	)		(31,058,536	)		(3,759,653	)		6,443,002			(28,459,225	)

Shareholders’ equity		(32,632,898	)		(25,832,529	)		(4,267,221	)		28,904,332			(33,828,316	)


	As of December 31, 2020
	Parent company		Subsidiaries		Consolidated affiliated entities		Eliminations			Consolidated Total
	RMB

	(In thousands)
Cash and cash equivalents		62		11,056,594		938,759		—			11,995,415
Restricted cash		—		58,937		756,969		—			815,906
Short-term investments		—		6,276,753		1,051,966		—			7,328,719
Amounts due from related parties, net		—		327,524		6,015		—			333,539
Account and other receivables and prepayments, net		—		2,046,464		574,424		—			2,620,888
Amount due from group companies		5,278,056		82,820		2,538,951		(7,899,827	)		—
Loan receivables, net		—		27,258		—		—			27,258
Inventories		—		7,642,504		5		—			7,642,509

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	As of December 31, 2020
	Parent company			Subsidiaries			Consolidated affiliated entities			Eliminations			Consolidated Total
	RMB

	(In thousands)
Assets held for sale		—			408,748			—			—			408,748
Property and equipment, net		—			13,506,162			78,297			—			13,584,459
Deposits for property and equipment		—			73,576			142			—			73,718
Land use rights, net		—			6,062,792			—			—			6,062,792
Intangible assets, net		—			11,960			321,062			—			333,022
Investments in equity method investees		—			1,531,688			418,099			—			1,949,787
Other investments		—			2,310,286			550,748			—			2,861,034
Investment in subsidiaries and consolidated affiliated entities		23,358,829			—			—			(23,358,829	)		—
Other long-term assets		—			100,328			—			—			100,328
Goodwill		—			575,874			17,788			—			593,662
Deferred tax assets, net		—			555,813			72,454			—			628,267
Right-of-use assets, net		—			1,575,442			5,321			—			1,580,763

Total assets		28,636,947			54,231,523			7,331,000			(31,258,656	)		58,940,814

Amount due to group companies		—			(7,817,007	)		(82,820	)		7,899,827			—
Other liabilities		(139,213	)		(26,044,150	)		(3,371,662	)		—			(29,555,025	)

Total liabilities		(139,213	)		(33,861,157	)		(3,454,482	)		7,899,827			(29,555,025	)

Shareholders’ equity		(28,497,734	)		(20,370,366	)		(3,876,518	)		23,358,829			(29,385,789	)

Condensed Consolidated Cash Flow Information


	For the Year Ended December 31, 2021
	Parent Company			Subsidiaries			Consolidated affiliated entities			Eliminations			Consolidated Total
	RMB
	(In thousands)
Net cash (used in) provided by operating activities		(58,465	)		5,828,476			974,633			—			6,744,644

Loans to group companies (1)		—			—			(3,808,295	)		3,808,295			—
Repayments from Group Companies (1)		—			1,610			3,740,203			(3,741,813	)		—
Change in amount due from group companies		1,577,719			—			—			(1,577,719	)		—
Other investing activities		—			(1,996,991	)		(329,498	)		—			(2,326,489	)

Net cash provided by (used in) investing activities		1,577,719			(1,995,381	)		(397,590	)		(1,511,237	)		(2,326,489	)

Borrowings under loan from group companies (1)		—			3,808,295			—			(3,808,295	)		—
Repayment to group companies (1)		—			(3,740,203	)		(1,610	)		3,741,813			—
Change in amount due to ultimate holding company		—			(1,577,719	)		—			1,577,719			—
Other financing activities		(1,518,984	)		1,467,570			(7,374	)		—			(58,788	)

Net cash (used in) provided by financing activities		(1,518,984	)		(42,057	)		(8,984	)		1,511,237			(58,788	)

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	For the Year Ended December 31, 2020
	Parent Company			Subsidiaries			Consolidated affiliated entities			Eliminations			Consolidated Total
	RMB
	(In thousands)
Net cash provided by operating activities		207,369			10,705,695			907,380			—			11,820,444

Loans to group companies (1)		—			(1,610	)		(3,314,960	)		3,316,570			—
Repayments from group companies (1)		—			—			1,692,521			(1,692,521	)		—
Purchases of property and equipment from group companies (2)		—			(91,075	)		—			91,075			—
Proceeds from disposal of property and equipment to group companies (2)		—			—			91,075			(91,075	)		—
Change in amount due from group companies		(208,250	)		—			—			208,250			—
Other investing activities		—			(7,938,657	)		1,243,614			—			(6,695,043	)

Net cash used in investing activities		(208,250	)		(8,031,342	)		(287,750	)		1,832,299			(6,695,043	)

Borrowings under loan from group companies (1)		—			3,314,960			1,610			(3,316,570	)		—
Repayment to group companies (1)		—			(1,692,521	)		—			1,692,521			—
Change in amount due to ultimate holding company		—			208,250			—			(208,250	)		—
Other financing activities		895			(21,734	)		—			—			(20,839	)

Net cash provided by financing activities		895			1,808,955			1,610			(1,832,299	)		(20,839	)


	For the Year Ended December 31, 2019
	Parent Company			Subsidiaries			Consolidated affiliated entities			Eliminations			Consolidated Total
	RMB
	(In thousands)
Net cash (used in) provided by operating activities		(6,802	)		6,531,775			5,765,210			—			12,290,183

Loans to group companies (1)		—			—			(7,865,818	)		(7,865,818	)		—
Repayments from group companies (1)		—			—			17,704,940			(17,704,940	)		—
Change in amount due from group companies		4,227,181			—			—			(4,227,181	)		—
Other investing activities		—			(6,034,439	)		(2,206,121	)		—			(8,240,560	)

Net cash provided by (used in) investing activities		4,227,181			(6,034,439	)		7,633,001			(14,066,303	)		(8,240,560	)

Borrowings under loan from group companies (1)		—			7,865,818			—			(7,865,818	)		—
Repayment to group companies (1)		—			(17,704,940	)		—			17,704,940			—
Change in amount due to ultimate holding company		—			(4,227,181	)		—			4,227,181			—
Other financing activities		(4,220,544	)		(2,023,031	)		(13,125	)		—			(6,256,700	)

Net cash (used in) financing activities		(4,220,544	)		(16,089,334	)		(13,125	)		14,066,303			(6,256,700	)

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Notes:

(1)

For the years ended December 31, 2019 and 2020, and 2021, an aggregate amount of RMB7.87 billion, RMB3.31 billion and RMB3.81 billion (US$597.6 million) was provided by consolidated affiliated entities to our subsidiaries in the form of intercompany loan, respectively, an aggregate amount of RMB17.70 billion, RMB1.69 billion and RMB3.74 billion (US$586.9 million) was provided by our subsidiaries to consolidated affiliated entities in the form of repayment of intercompany loan, respectively.

(2)	For the year ended December 31, 2019 and 2020, and 2021, nil, RMB91.1 million and nil was provided by our subsidiaries to consolidated affiliated entities for purchase of property and equipment.

A.	[Reserved]

Selected Consolidated Financial Data

The following selected consolidated statements of income data for the years ended December 31, 2019, 2020, and 2021 and the selected consolidated balance sheets data as of December 31, 2020 and 2021 have been derived from our audited consolidated financial statements, which are included in this annual report beginning on page

F-1.

Our historical results are not necessarily indicative of results expected for any future periods. The selected consolidated financial data should be read in conjunction with our audited consolidated financial statements and related notes and “Item 5. Operating and Financial Review and Prospects” in this annual report. Our consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States, or U.S. GAAP.

Our selected consolidated statements of income data for the years ended December 31, 2017, and 2018 and our selected consolidated balance sheets data as of December 31, 2017, 2018, and 2019 have been derived from our audited consolidated financial statements not included in this annual report.


	For the Year Ended December 31,
	2017			2018			2019			2020			2021
	RMB			RMB			RMB			RMB			RMB			US$

	(in thousands, except number of shares, and per share and per ADS data)
Selected Consolidated Statements of Income Data:
Product revenues		71,171,653			81,510,275			88,721,311			97,449,712			111,256,902			17,458,636
Other revenues		1,740,660			3,013,673			4,273,107			4,408,777			5,802,776			910,582

Total net revenues		72,912,313			84,523,948			92,994,418			101,858,489			117,059,678			18,369,218
Cost of revenues (1)		(56,618,471	)		(67,454,981	)		(72,314,190	)		(80,573,181	)		(93,953,121	)		(14,743,295	)

Gross profit		16,293,842			17,068,967			20,680,228			21,285,308			23,106,557			3,625,923
Operating expenses (2)
—Fulfillment expenses (3)		(6,899,654	)		(7,489,393	)		(7,317,706	)		(6,878,991	)		(7,652,504	)		(1,200,845	)
—Marketing expenses		(2,978,621	)		(3,240,450	)		(3,323,927	)		(4,284,274	)		(5,089,213	)		(798,609	)
—Technology and content expenses		(1,808,452	)		(2,000,894	)		(1,568,107	)		(1,221,264	)		(1,517,307	)		(238,099	)
—General and administrative expenses		(2,447,724	)		(2,674,179	)		(4,064,264	)		(3,748,548	)		(4,189,690	)		(657,454	)
—Goodwill impairment loss		—			—			(278,263	)		—			—			—

Total operating expenses		(14,134,451	)		(15,404,916	)		(16,552,267	)		(16,133,077	)		(18,448,714	)		(2,895,007	)
Other operating income		531,055			757,062			645,413			707,855			924,579			145,087

Income from operations		2,690,446			2,421,113			4,773,374			5,860,086			5,582,422			876,003

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	For the Year Ended December 31,
	2017			2018			2019			2020			2021
	RMB			RMB			RMB			RMB			RMB			US$
	(in thousands, except number of shares, and per share and per ADS data)
Income before income taxes and share of income of equity method investees		2,540,853			2,747,075			4,942,805			7,019,357			5,873,275			921,645
Income tax expenses		(626,140	)		(566,604	)		(983,554	)		(1,130,016	)		(1,222,704	)		(191,869	)
Share of (loss)/income of equity method investees		(22,280	)		(46,999	)		27,182			30,015			42,303			6,638

Net income		1,892,433			2,133,472			3,986,433			5,919,356			4,692,874			736,414

Net (income)/loss attributable to non-controlling interests		57,222			(4,685	)		30,399			(12,399	)		(11,801	)		(1,852	)
Net income attributable to our shareholders		1,949,655			2,128,787			4,016,832			5,906,957			4,681,073			734,562

Shares used in calculating earnings per share
Class A and Class B ordinary shares:
—Basic		117,554,229			132,266,157			133,524,129			135,077,790			136,175,112			136,175,112
—Diluted		125,715,833			140,083,610			136,081,415			138,036,010			138,745,022			138,745,022
Net earnings per Class A and Class B ordinary share
Net income attributable to our shareholders—Basic		16.59			16.09			30.08			43.73			34.38			5.39
Net income attributable to our shareholders—Diluted		15.94			15.61			29.58			42.79			33.74			5.29
Net earnings per ADS (1 Class A ordinary share equals 5 ADSs)
—Basic		3.32			3.22			6.02			8.75			6.88			1.08
—Diluted		3.19			3.12			5.92			8.56			6.75			1.06

Notes:

(1)	Excludes shipping and handling expenses, and includes inventory write-down that amounted to RMB206.7 million, RM440.8 million, RMB347.5 million, RMB554.9 million, and RMB35.3 million (US$5.5 million) for the years ended December 31, 2017, 2018, 2019, 2020, and 2021, respectively.

(2)	Include share-based compensation expenses as follows:


	For the Year Ended December 31,
	2017			2018			2019			2020			2021
	RMB			RMB			RMB			RMB			RMB			US$
	(in thousands)
Fulfillment expenses		(73,235	)		(73,151	)		(112,683	)		(100,486	)		(88,985	)		(13,964	)
Marketing expenses		(40,364	)		(41,063	)		(35,038	)		(16,534	)		(26,834	)		(4,211	)
Technology and content expenses		(206,073	)		(203,594	)		(180,493	)		(152,234	)		(252,730	)		(39,659	)
General and administrative expenses		(347,426	)		(353,402	)		(359,869	)		(681,794	)		(641,464	)		(100,660	)

Total		(667,098	)		(671,210	)		(688,083	)		(951,048	)		(1,010,013	)		(158,494	)

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(3)	Include shipping and handling expenses, which amounted to RMB3.83 billion, RMB4.50 billion, RMB4.63 billion, RMB4.51 billion, and RMB5.24 billion (US$822.1 million) for the years ended December 31, 2017, 2018, 2019, 2020, and 2021, respectively.


	For the Year Ended December 31,
	2017		2018		2019		2020		2021
	RMB		RMB		RMB		RMB		RMB		US$
	(in thousands)
Selected Consolidated Balance Sheets Data:
Cash, cash equivalents and restricted cash		10,221,992		10,038,472		7,719,285		12,811,321		17,171,269		2,694,547
Total current assets		25,916,138		27,325,637		23,028,041		31,172,982		32,841,945		5,153,618
Total assets		37,982,820		43,562,663		48,582,678		58,940,814		62,287,541		9,774,275
Total liabilities		23,732,244		26,351,870		26,332,981		29,555,025		28,459,225		4,465,875
Total shareholders’ equity		14,250,576		17,1210,793		22,249,697		29,385,789		33,828,316		5,308,400

B.	Capitalization and Indebtedness

Not applicable.

C.	Reasons for the Offer and Use of Proceeds

Not applicable.

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D.	Risk Factors

Summary of Risk Factors

An investment in our ADSs involves significant risks. Below is a summary of material risks that we face, organized under relevant headings. These risks are discussed more fully in “Item 3. Key Information—D. Risk Factors.”

Risks Relating to Our Business and Industry

•

If we are unable to manage our growth or execute our strategies effectively, our business and prospects may be materially and adversely affected.

•

If we are unable to offer branded products at attractive prices to meet customer needs and preferences, or if our reputation for selling authentic, high-quality products suffers, we may lose customers and our business, financial condition, and results of operations may be materially and adversely affected.

•

Our business and results of operations may be materially and adversely affected if we are unable to maintain our customer experience or provide high-quality customer service.

•

Any harm to our brand or failure to maintain our reputation may materially and adversely affect our business and growth prospects.

•

Our business, financial condition, and results of operations have been and may continue to be adversely affected by the

COVID-19

pandemic.

•

If we fail to manage our relationships with, or otherwise fail to procure products at favorable terms from, our existing brand partners, or if we fail to attract new brand partners, our business and growth prospects may suffer.

•

We primarily rely on third-party delivery companies for our product order fulfillment, and if these third-party delivery companies fail to provide reliable delivery services, our business and reputation may be materially and adversely affected.

•

If we do not compete effectively against existing or new competitors, we may lose market share and customers.

•

We had incurred net losses and experienced negative cash flow from operating activities in historical periods and may incur net losses in the future.

•

We may suffer losses if we are unable to effectively manage our inventory.

•

If we are subject to higher than expected product return rates, our business, financial condition, and results of operations may be materially and adversely affected.

•

We may incur liability for counterfeit or unauthorized products sold or information posted on our platforms.

•

Our business is subject to complex and evolving PRC laws and regulations regarding cybersecurity and data privacy.

Risks Relating to Our Corporate Structure

•

Substantial uncertainties and restrictions exist with respect to the interpretation and application of PRC laws and regulations relating to online commerce and provision of internet content in China. If the PRC government finds that the structure we have adopted for our business operations does not comply with PRC laws and regulations, we could be subject to severe penalties, including shut-down of our Vipshop Online Platform.

Table of Contents

•

We rely on contractual arrangements with our consolidated affiliated entities and their respective shareholders for the operation of our business, which may not be as effective as direct ownership. If our consolidated affiliated entities and their respective shareholders fail to perform their obligations under these contractual arrangements, we may have to resort to arbitration or litigation to enforce our rights, which may be time-consuming, unpredictable, expensive, and damaging to our operations and reputation.

•

The shareholders of our significant consolidated affiliated entity have potential conflict of interest with us, which may adversely affect our business.

Risks Relating to Doing Business in China

•

Changes in China’s economic, political or social conditions, or government policies could materially and adversely affect our business and operations.

•

Uncertainties with respect to the PRC legal system could adversely affect us.

•

The PRC government’s significant oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ADSs.

•

The PCAOB is currently unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor deprives our investors with the benefits of such inspections.

•

Our ADSs will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, in 2024 if the PCAOB is unable to inspect or fully investigate our auditors, or in 2023 if proposed changes to the law are enacted. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.

•

The approval of and filing with the CSRC or other PRC government authorities may be required in connection with our overseas offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.

•

We may be adversely affected by the complexity, uncertainties, and changes in PRC regulation of internet-related businesses and companies, including

e-commerce

business.

Risks Relating to Our Ordinary Shares and ADSs

•

The market price for our ADSs has fluctuated and may be volatile.

•

Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.

Risks Relating to Our Business and Industry

If we are unable to manage our growth or execute our strategies effectively, our business and prospects may be materially and adversely affected.

We have experienced a period of growth and expansion that has demanded, and will continue to demand, significant financial and managerial resources. We plan to further increase our sales through enhancing our brand recognition, growing our customer base, and increasing customer spending on our Vipshop Online Platform. However, we cannot assure you that we will be able to execute our expansion plan as expected. Our rapid expansion requires us to continue to effectively manage our relationships with brand partners and third-party delivery companies to ensure efficient and timely delivery of our products. To continue our business growth, we will also need to allocate significant managerial and financial resources in retaining, training, managing, and motivating our workforce.

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We also seek to broaden our product and service offerings through third-party sellers offering their own products and services on our Vipshop Online Platform. The products and services offered by such third-party sellers may differ in category, quality, and value in comparison to those offered directly by us. Such expansion may require us to work with different groups of brand partners and introduce new product and service categories to address the needs of different kinds of customers. We have limited or no experience in some of these newer product and service offerings, and our expansion into these new product and service categories may not achieve broad customer acceptance. These offerings may present new and difficult technological or operational challenges, and we may be subject to claims if customers experience service disruptions or failure or other quality issues with these third-party sellers. In addition, our profitability, if any, in our newer product and service categories may be lower than in our older categories, which may adversely affect our overall profitability and results of operations.

In addition, we seek to expand into the offline retail business to supplement our online business and have for this purpose acquired control in various entities in the past years, including Shan Shan Commercial Group Co., Ltd., or Shan Shan Outlets, a leading player in the offline outlet management industry in China, Shanjing business management Co., Ltd., Harbin Shan Shan Chunxiaqiudong Properties Co., Ltd, Guiyang Shan Shan Guangda Outlets Plaza Co., Ltd., and Xuzhou Shan Shan Outlets Business Management Co., Ltd. We also operate offline retail stores under our own Vipshop brand to expand sales channel and clear our inventories more effectively. As of December 31, 2021, we had 261 Vipshop offline stores, 292 Vipmaxx offline stores, and three city outlets. We cannot assure you that we will be able to compete successfully with existing offline competitors, including, among others, traditional offline malls that have accumulated considerable customer base and offline stores of other reputable online retailers. We may lack sufficient experience in or capabilities for offline operations, including offline store management. We may not be able to locate desirable sites for our stores. Operating offline stores requires considerable capital and personnel, and we may not be able to generate profits from our offline business to cover the relevant cost within a short period of time. The occurrence of any of the above may adversely affect our business, prospects, financial condition, and results of operations.

Furthermore, we have participated in the internet finance sector for a few years. Starting from 2019, we have scaled back our internet finance business, which currently serves as a supporting function for our core online retail business. We primarily cooperate with banks and third-party consumer financing companies to provide consumer loans to our customers, and charge the banks and third-party consumer financing companies channel fees at certain percentages of the loan amounts.

See “—We have limited experience in operating an internet finance business, and exposure to credit risks or significant deterioration in the asset quality of our internet finance business may materially and adversely affect our business, financial condition, and results of operations.” and “Item 4.B. Information on the Company—Business Overview—Our Product and Service Offerings—Other Services.”

All of these endeavors involve risks. We cannot assure you that we will successfully execute these expansion plans and strategies. We may not be able to acquire financial or managerial resources needed for our business growth in a timely and cost-efficient manner, or at all. We cannot assure you that we will be able to manage our growth effectively, and any failure to do so may materially and adversely affect our business and prospects.

Our future growth depends on our ability to continue to attract new customers as well as to increase the spending and repeat purchase rate of existing customers. Constantly changing consumer preferences have historically affected, and will continue to affect, the online retail industry. Consequently, we must stay abreast of emerging lifestyle and consumer preferences and anticipate product trends that will appeal to existing and

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potential customers. As we implement our strategy to offer a curated selection of discounted products desired by our customers, we expect to face additional challenges in the selection of products and services. Our ability to offer suitable products catering to consumers’ needs depends on the effectiveness of our merchandising team to secure branded products of high quality and competitive price as well as the capability of our IT system to collect and provide accurate and reliable information on consumer interests.

In addition, we have implemented measures, such as mostly working with brands directly, to ensure that only authentic products are offered on our platform. Any perception by our existing or prospective customers that any of our products are not authentic, or are of inferior quality, could cause our reputation to suffer. This is particularly important for cosmetics and mother and baby care products. While our representatives generally check the products that we sell to confirm their authenticity, quality, and proper labeling,

we cannot assure you that all of our suppliers have provided us with authentic products or that all products that we sell are of the quality satisfactory to our customers. If our customers cannot find desirable products within our product portfolio at attractive prices, or if our reputation for selling authentic, high-quality product suffers, our customers may lose interest in our platform and thus may visit our platform less frequently or even stop visiting our platform, which in turn may materially and adversely affect our business, financial condition, and results of operations.

Our business and results of operations may be materially and adversely affected if we are unable to maintain our customer experience or provide high-quality customer service.

The success of our business largely depends on our ability to provide superior customer experience and high-quality customer service, which in turn depends on a variety of factors, such as our ability to continue to provide reliable and user-friendly Vipshop Online Platform for our customers to browse and purchase our products, reliable and timely delivery of our products by third-party delivery companies, and superior after-sales services. Our sales may decrease if our platform services are severely interrupted or otherwise fail to meet our customer demands. Should third-party delivery companies fail to provide our product delivery and return services in a convenient and reliable manner, or if our customers are not satisfied with our product quality, our reputation and customer loyalty could be adversely affected. In addition, we also depend on our call center and online customer service representatives to provide live assistance to our customers. If our call center or online customer service representatives fail to satisfy the individual needs of customers, our reputation and customer loyalty could be adversely affected and we may lose potential or existing customers and experience a decrease in sales. As a result, if we are unable to continue to maintain our customer experience and provide high-quality customer service, we may not be able to retain existing customers or attract new customers, which could materially and adversely affect our business, financial condition, and results of operations.

Any harm to our brand or failure to maintain our reputation may materially and adversely affect our business and growth prospects.

We believe that the recognition and reputation of our brand among our customers and brand partners have significantly contributed to the growth of our business. Maintaining and enhancing the recognition and reputation of our brand is critical to our business and competitiveness. Many factors, some of which are beyond our control, are important to maintaining and enhancing our brand and, if not properly managed, may negatively impact our brand and reputation. These factors include our ability to:

•

provide satisfactory user experience as consumer preferences evolve and as we expand into new product and service categories;

•

offer desirable branded merchandises at appealing discounts on a daily basis;

•

increase brand awareness among existing and potential customers through various marketing and promotional activities and

word-of-mouth

referrals;

•

maintain the popularity, attractiveness, and quality of the products and services that we offer;

•

maintain the efficiency, reliability, and quality of our fulfillment services; and

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•

preserve our reputation and goodwill in the event of any negative media publicity on internet security, product quality, or authenticity issues affecting us or other online retail businesses in China.

A public perception that

non-authentic

or counterfeit goods are sold on our Vipshop Online Platform, even if factually incorrect, could damage our reputation, reduce our ability to attract new customers or retain our existing customers, and diminish the value of our brand. If we are unable to maintain our reputation, enhance our brand recognition, or increase positive awareness of our platform, products, and services, it may be difficult to maintain and grow our customer base, and our business and growth prospects may be materially and adversely affected.

Our business, financial condition, and results of operations have been and may continue to be adversely affected by the

COVID-19

pandemic.

The

COVID-19

pandemic has created unique global and industry-wide challenges, including challenges to many aspects of our business. The

COVID-19

pandemic has resulted in quarantines, travel restrictions, and the temporary closure of business venues and facilities in China from time to time since 2020.

Our operations generally normalized in 2021 despite sporadic outbreaks of

COVID-19

infections in China. In the first half of 2021, we saw a rebound in our sales and profits as benchmarked against the same period in 2020 where our sales and profits were severely hit by nationwide measures implemented by the PRC government to contain the spread of the

COVID-19

pandemic. However, the Chinese economy slowed down in the second half of 2021 partially due to the resurgence of

COVID-19

infections in some provinces and the emergence of the new Omicron variant globally, which led to weakened consumer demand and spending, especially in terms of discretionary items. In addition, the global spread of

COVID-19

has also affected our overseas suppliers. The global spread of

COVID-19

in a significant number of countries around the world has resulted in, and may intensify, global economic distress, and the extent to which it may affect our results of operations will depend on future developments, especially the effectiveness of the global containment of the

COVID-19

pandemic, which are highly uncertain and cannot be predicted.

Since March 2022, with the new Omicron variant spreading rapidly in certain parts of China, many of the social restrictions and quarantine measures have been reintroduced and tightened, and some of the warehousing and logistics networks have experienced substantial disruptions or delays. Our results of operations may be adversely affected to the extent that

COVID-19

pandemic continues to affect the Chinese economy in general or the

re-imposition

of regional quarantine measures as a result of newly discovered

COVID-19

cases. We are unable to predict the duration and severity of the

COVID-19

pandemic, the responses thereto, as these depend on rapidly evolving developments, which are highly uncertain and will be a function of factors beyond our control. Such factors include, among others, the continued spread or recurrence of contagion, the implementation of effective preventative and containment measures, the development of effective medical solutions, and the extent to which governmental restrictions on travel, public gatherings, mobility and other activities remain in place or are augmented. We cannot assure you that the

COVID-19

pandemic can be eliminated or contained in the near future, or at all, or a similar outbreak will not occur again. If the

COVID-19

pandemic and the resulting disruption to our business were to extend over a prolonged period, it could materially and adversely affect our business, financial condition, and results of operations.

We source our products from both domestic and international brand partners. As of December 31, 2019, 2020, and 2021, we worked with over 18,000, 21,000, and 25,000 brand partners, respectively. We depend significantly on our ability to source products from brand partners on favorable pricing terms, typically at a substantial discount to the original sales price. However, our agreements do not ensure the long-term availability

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of merchandise or the continuation of any particular pricing practices. We cannot assure you that our current brand partners will continue to sell products to us on commercially acceptable terms, or at all. In the event that we are not able to purchase merchandise on favorable pricing terms, our revenues, profit margin, and earnings may be materially and adversely affected. Our brand partners primarily include brand owners, and to a lesser extent, brand distributors and resellers. If any brand distributor or reseller fails to obtain or maintain appropriate authorization from the relevant brand owner to sell certain products to us, such brand distributor or reseller may cease selling such products to us at any time, which may adversely affect our business and revenues. Furthermore, although we, as an online distributor, are not directly responsible to obtain customs clearance or other relevant permits for the sale of products imported by our brand partners, we are required under the relevant PRC laws to check whether our brand partners who import such products have obtained the requisite import-related permits or filings and whether the products have passed the quality inspection before they are sold and distributed in the China market. If any of our brand partners fails to pay the required import tariffs, fails to obtain clearance from the customs or inspection and quarantine bureaus, or fails to meet the product labeling or other mandatory specification requirements, and sells such imported products to us, we may be subject to fines, suspension of business, and confiscation of unlawfully sold products and the proceeds from such sales, depending on the nature and gravity of such liabilities.

If our brand partners cease to provide us with favorable payment terms or return policies, our working capital needs may increase, resulting in negative impact on our cash flows from operating activities, and our operations may be materially and adversely affected. As part of our growth strategy, we plan to further expand our brand and product offerings and thus need to continue establishing relationships with new brand partners to ensure our access to a steady supply of products on favorable commercial terms. Furthermore, our relationships with some brand partners, particularly international brand partners of apparel products in China, may be adversely affected as a result of our sale of branded products that are directly procured from overseas markets. If we are unable to develop and maintain good relationships with brand partners that would allow us to obtain sufficient amount and variety of quality merchandise on acceptable commercial terms, it may inhibit our ability to offer sufficient products sought by our customers or to offer these products at prices acceptable to them. Negative developments in our relationships with brand partners could materially and adversely affect our business and growth prospects.

We are committed to providing superior order fulfillment services to our customers. We primarily rely on high-quality third-party delivery companies to fulfill our product delivery demand, and have built our

in-house

warehousing systems with nationwide coverage over the years.

In November 2019, we terminated our own delivery service unit and entered into a strategic cooperation agreement with SF Holding Co., Ltd., or SF Holding, to utilize the delivery services of SF Holding to optimize the efficiency of our logistics operations, decrease our fulfillment expenses, and provide our customers with superior delivery services.

Interruptions to or failures in delivery services could prevent the timely or proper delivery of our products. These interruptions may be due to events that are beyond our control or the control of our third-party delivery partners, such as inclement weather, natural disasters, transportation interruptions, or labor unrest or shortage. Moreover, if these third-party delivery companies fail to comply with applicable rules and regulations in China, reputation of our delivery services may be materially and adversely affected. We may not be able to find alternative delivery companies to provide delivery services in a timely and reliable manner, or at all, to replace such third-party delivery companies to the extent necessary. In anticipation of intensified competition in the future, we may need to require further shortened delivery time at increasing fulfillment expenses. Delivery of our products could also be affected or interrupted by merger, acquisition, insolvency, or government shut-down of the third-party delivery companies we engage to make deliveries. If our products are not delivered in proper condition or on a timely basis, our business and reputation could suffer.

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If we do not compete effectively against existing or new competitors, we may lose market share and customers.

The online discount retail market is rapidly evolving and competitive. Our primary competitors include pure-play online discount retailers, other online discount retailers, and new forms of e-commerce such as live streaming platforms in China. We compete with others based on a number of factors, including:

•

ability to identify products in demand among consumers and source these products on favorable terms from brand suppliers;

•

focus on and expertise in apparel-related categories;

•

ability to offer a curated selection of products catering to consumer preferences;

•

pricing advantage due to our discount retail model;

•

breadth and quality of product and service offerings;

•

platform features;

•

customer service and fulfillment capabilities; and

•

solid reputation among consumers and brands.

Some of our current and potential competitors may have significantly greater resources, longer operating histories, larger customer bases, and greater brand recognition. As the online discount retail market in China is expected to grow, new competitors and some existing B2C

e-commerce

companies may enter into this market. In addition, other online retailers may be acquired by, receive investment from, or enter into strategic relationships with, well-established and well-financed companies or investors, which would help enhance their competitive positions. Some of our competitors may be able to secure more favorable terms from brand partners, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing or inventory policies, and devote substantially more resources to their platform and system development than us. In addition, emerging technologies and continuing innovation in mobile internet may increase the competition in the online retail industry. Increasing competition may negatively affect our business development, online retail, and brand recognition, which may in turn affect our market share and operating margins. We cannot assure you that we will be able to compete effectively against our competitors, and competitive pressure may materially and adversely affect our business, prospects, financial condition, and results of operations.

We had incurred net losses and experienced negative cash flow from operating activities in historical periods and may incur net losses in the future.

We had incurred net losses in historical periods. Although we have achieved net profit since the fourth quarter of 2012, we cannot assure you that we can continue to generate net profits or maintain positive cash flow from operating activities in the future. Our ability to be profitable depends on our ability to grow our business and increase our total net revenues, to optimize our product category mix, to negotiate favorable terms with our suppliers, and to control our costs and operating expenses. Although we have experienced significant revenue growth since our inception, such growth may not be sustainable and we may incur net losses in future periods or fail to maintain positive cash flow from operating activities. We have incurred in the past and expect to continue to incur in future periods share-based compensation expenses and we expect our costs and other operating expenses to continue to increase as our business grows, either of which will reduce our net income and may result in future losses. If our costs and operating expenses continue to increase without a commensurate increase in our revenue, our business, financial condition, and results of operations will be adversely affected, and we may need additional capital to fund our ongoing operations.

We may suffer losses if we are unable to effectively manage our inventory.

Due to the nature of the flash sales business and our

non-standardized

product category offerings, we need to manage a large volume of inventory turnover. We depend on our forecasts of demand and popularity for

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various kinds of products to make decisions regarding product procurements. Our customers may not order products at our expected levels. In addition, any unfavorable market or industry conditions or change in consumer trends and preferences may limit our ability to accurately forecast the inventory levels to meet customer demand.

We generally have the right to return unsold items for most of our products to our brand partners. In order to secure more favorable commercial terms, we may need to continue to enter into supply arrangements without unconditional return clauses or with more restrictive return policies. We may also need to take inventory in certain key product categories in order to achieve higher gross margin and obtain better commercial terms. Furthermore, because products imported to China for our cross-border business are generally not returnable, our inventory may contain an increasing portion of unreturnable products as our cross-border business continues to grow.

We recorded RMB347.5 million, RMB554.9 million, and RMB35.3 (US$5.5 million) in inventory

write-down

for the years ended December 31, 2019, 2020, and 2021, respectively. Such write-downs primarily reflected the estimated net realizable value of damaged or obsolete inventory.

If we fail to manage our inventory effectively in the future, we may be subject to a heightened risk of inventory obsolescence, a decline in inventory values, and write-down, which could materially and adversely affect our business, financial condition, and results of operations. In addition, if we are unable to sell products or if we are required to lower sale prices in order to reduce inventory level or to pay higher prices to our brand partners in order to secure the right to return products to our brand partners, our profit margins might be negatively affected. High inventory levels may also require us to commit substantial capital resources, preventing us from using that capital for other important purposes. If we do not accurately predict product demand, our business, financial condition, and results of operations may be materially and adversely affected.

If we are subject to higher than expected product return rates, our business, financial condition, and results of operations may be materially and adversely affected.

Purchases of apparel, fashion accessories, and other items over the internet may be subject to higher return rates than merchandise sold at physical stores. In order to accommodate our customers and to overcome any hesitance that they may have in shopping with us, we currently implement a unified

seven-day

product return policy for purchases via our Vipshop Online Platform and refund our customers if they refuse to accept the delivery, which also constitutes a product return. Our product return rates remained stable from 2013 to 2017, and slightly increased from 2018 to 2021

due to the repositioning of our business focus towards the apparel category since 2018 and the implementation of our new Super VIP Membership program in 2018, which offers free shipping and free return for its paid members. If we are unable to efficiently manage our product return rates within an appropriate range relative to our sales volume, or if our product return rates increase or are higher than expected, our revenues and costs can be negatively impacted. In addition, as we cannot return some products to our brand partners pursuant to our contracts with them, if return rates for such products increase significantly, we may experience an increase in our inventory balance, inventory impairment, and fulfillment costs, which may materially and adversely affect our working capital. As a result, our business, financial condition, and results of operations may be materially and adversely affected.

We rely on online retail of apparel products for a significant portion of our total net revenues.

Historically, online retail sales of apparel products accounted for a significant portion of our total net revenues. We expect that sales of these products will continue to grow and represent a significant portion of our total net revenues in the near future. We have increased our offerings to include other product categories, including cosmetics, home goods, mother and baby care products, accessories, wellness products, consumer electronic products, furniture, bed and bath, food and snacks, and other lifestyle products. However, we do not expect the sales of these new products and services to increase to a level that would reduce our dependence on

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our current line of products and services. Any failure in maintaining or increasing the number of our online retail customers or our sales volumes could result in our inability to retain or capture a sufficient share of the markets that we are targeting. Any event that results in a reduction in our sales of apparel products could materially and adversely affect our ability to maintain or increase our current level of revenue, our profitability, and business prospects.

If we are not able to manage our logistics network successfully, our growth potential, results of operations and business could be materially and adversely affected.

Our logistics network, currently consisting of both regional logistics hubs and local distribution centers, is essential to our business operations. We plan to complete construction of certain logistics centers, and to maintain our logistics network to accommodate increasing volumes of customer orders, enhance customer experience, and provide sufficient coverage across China. However, we cannot assure you that our plans to maintain the operation of our own logistics centers will be successful. We cannot assure you that we can complete the

on-going

constructions of our logistics centers in a cost-efficient manner. Nor can we assure you that we will be able to recruit and retain qualified managerial and operational personnel to support our logistics network. If we are unable to effectively control expenses related to the maintenance of our logistics network, our business, prospects, financial condition, and results of operations could be materially and adversely affected.

Uncertainties regarding the growth and sustained profitability of the online retail market in China, and in particular, the development of the online flash sales business model, could adversely affect our business, prospects, financial condition, and results of operations.

Substantially all of our total net revenue is generated through an online retail business model, and in particular, an online flash sales business model. While online retail businesses have existed in China since the 1990s, only a limited number of these companies became profitable. The flash sales business model originated in Europe in 2001 and then spread to the United States, and later to China. The long term viability and prospects of the online retail industry, particularly companies utilizing an online flash sales business model, and B2C

e-commerce

business generally in China, remain subject to significant uncertainty. Our business, financial condition, and results of operations will depend on numerous factors affecting the development of the online flash sales business and, more broadly, the online retail and

e-commerce

businesses in China, which may be beyond our control. These factors include the general economic conditions in China, the growth of internet usage, the confidence in and level of

e-commerce

and online spending, the emergence of alternative retail channels or business models, the success of marketing and brand building efforts by

e-commerce

and flash sales companies, and the development of payment, logistics, after-sale, and other services associated with

e-commerce

and flash sales.

The proper functioning of our IT systems is essential to our business. Any failure to maintain the satisfactory performance, security, and integrity of our Vipshop Online Platform and systems will materially and adversely affect our business, reputation, financial condition, and results of operations.

Our IT systems mainly include technology infrastructure supporting the user interface of our Vipshop Online Platform, as well as our customer service, enterprise resource planning, warehouse management, product information management, business intelligence, and administration management systems. The satisfactory performance, reliability, and availability of our IT systems are critical to our success, our ability to attract and retain customers, and our ability to maintain a satisfactory customer experience and level of customer service.

Our servers may be vulnerable to computer viruses, user traffic boom that exceeds the capacity of our servers, physical or electronic

break-ins,

and other disruptions, which could lead to system interruptions, website slowdown or unavailability, delays in transaction processing, loss of data, or the inability to accept and fulfill customer orders. We can provide no assurance that we will not experience such unexpected interruptions. We can provide no assurance that our current security mechanisms will be sufficient to protect our IT systems from any

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third-party intrusions, viruses or hacker attacks, information or data theft, or other similar activities. Any such future occurrences could damage our reputation and result in a material decrease in our revenue. We did not have material system failure in 2021.

Additionally, we intend to continue using our available cash and financing options to upgrade and improve our IT systems and cybersecurity to support our business growth. For the year ended December 31, 2019, 2020, and 2021, we spent RMB126.7 million, RMB37.0 million, and RMB295.6 million (US$46.4 million) to maintain our IT and cybersecurity protections. However, we cannot assure you that we will be successful in executing these system upgrades and improvement strategies. In particular, our systems may experience interruptions during upgrades, and the new technologies or infrastructures may not be fully integrated with the existing systems on a timely basis, or at all. If our existing or future IT systems do not function properly, it could cause system disruptions and slow response times, affecting data transmission, which in turn, could materially and adversely affect our business, financial condition, and results of operations.

If we fail to successfully adopt new technologies or adapt our Vipshop Online Platform and systems to changing customer needs or emerging industry standards, our business, financial condition, and results of operations may be materially and adversely affected.

To remain competitive, we must continue to enhance and improve the responsiveness, functionality, and features of our Vipshop Online Platform. The online retail industry is characterized by rapid technological evolution, changes in end user requirements and preferences, frequent introductions of new products and services embodying new technologies, and the emergence of new industry standards and practices that could render our existing proprietary technologies and systems obsolete. Our success will depend, in part, on our ability to identify, develop, acquire, or license leading technologies useful in our business, enhance our existing services, develop new services and technologies that address the increasingly sophisticated and varied needs of our existing and prospective customers, and respond to technological advances and emerging industry standards and practices, such as mobile internet, on a cost-effective and timely basis. The development of mobile applications, websites, and other proprietary technology entails significant technical and business risks. We can provide no assurance that we will be able to use new technologies effectively or adapt our platform, proprietary technologies, and transaction-processing systems to meet customer requirements or emerging industry standards. If we are unable to accurately project the need for such system expansion or upgrade or to adapt our systems in a cost-effective and timely manner in response to changing market conditions or customer requirements, whether for technical, legal, financial, or other reasons, our business, prospects, financial condition, and results of operations could be materially and adversely affected.

Our wide variety of accepted payment methods subject us to third-party payment processing-related risks.

We accept payments using a variety of methods, including our Vipshop Payment service and payment through third-party online payment services, such as WeChat Pay and Alipay. For certain payment methods, including credit and debit cards processed via our Vipshop Payment service, we pay interchange and other fees, which may increase over time and raise our operating costs and lower our profit margins. We may be subject to fraud, customer data leakage, and other illegal activities in connection with the various payment methods we offer. We may also be subject to various rules, regulations, and requirements, regulatory or otherwise, governing electronic fund transfers and online payment, which could change or be reinterpreted to make it difficult or impossible for us to comply with. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from our customers, process electronic fund transfers, or facilitate other types of online payments, and our business, financial condition, and results of operations could be materially and adversely affected.

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The security of operations of our own and other third-party online payment services may materially and adversely affect our business.

Currently, we accept payments through our own Vipshop Payment service and other third-party online payment service providers, such as WeChat Pay and Alipay. In the year ended December 31, 2019, 2020, and 2021, approximately 97%, 100%, and 100% of our total online orders were collected through online payment services, of which WeChat Pay was used to process a significant portion of our total orders, and our Vipshop Payment service was used to process a meaningful portion of our total orders. In all these online payment transactions, secured transmission of confidential information such as customers’ credit card numbers and personal information over public networks is essential to maintain consumer confidence.

We do not have control over the security measures of our third-party online payment vendors, and security breaches of the online payment services that we use could expose us to litigation and possible liability for failing to secure confidential customer information and could, among other things, damage our reputation and the perceived security of all of the online payment services that we use. If a well-publicized internet or mobile network security breach were to occur, users concerned about the security of their online financial transactions might become reluctant to purchase on our Vipshop Online Platform even if the publicized breach did not involve the online payment services or other methods used by us. In addition, there may be billing software errors that would damage customer confidence in these online payment services. If any of the above with respect to any third-party online payment vendors were to occur and damage our reputation or the perceived security of the online payment services we use, we might lose customers and customers might be discouraged from purchasing on our platform, which may adversely affect our business.

Our growth and profitability depend on the level of consumer confidence and spending in China.

Our business, financial condition, and results of operations are sensitive to changes in overall economic and political conditions that affect consumer spending in China. The retail industry, including the online retail sector, is highly sensitive to general economic changes. Although our discount retail business is typically counter-cyclical, online purchases tend to decline significantly during recessionary periods and approximately 98%, 97%, and 97% of our total net revenue is derived from online retail sales, which is total net revenue exclusive of net revenue from Shan Shan Outlets, offline stores and city outlets in China in 2019, 2020, and 2021. Many factors outside of our control, including inflation and deflation, interest rates, volatility of equity and debt securities markets, taxation rates, employment and other government policies, and global pandemics such as the

COVID-19

can adversely affect consumer confidence and spending. The domestic and international political environments, including military conflicts and political turmoil or social instability, may also adversely affect consumer confidence and reduce spending, which could in turn materially and adversely affect our business, financial condition, and results of operations.

We may incur liability for counterfeit or unauthorized products sold or information posted on our platforms.

We have been and may continue to be subject to allegations that some of the items sold on our platforms are counterfeit or unauthorized from the relevant brand owners. As of December 31, 2019, 2020, and 2021, we worked with over 18,000, 21,000, and 25,000 brand partners, respectively, via our Vipshop Online Platform. We cannot assure you that measures we have adopted in the course of sourcing such products to ensure their authenticity or authorization and to minimize potential liability of infringing third parties’ rights will be effective. Any inadvertent sales of counterfeit,

non-authentic

or unauthorized items, or public perception of such incidents, could harm our reputation, impair our ability to attract and retain customers, and cause us to incur additional costs to respond to any incident of this nature. If counterfeit products, unauthorized products, or products, images, logos, or any other information that otherwise infringe third parties’ rights are sold or posted on our platform, we could also face infringement claims. We have occasionally received claims alleging our infringement of third-party rights and, depending on the circumstances, have incurred significant settlement expenses. We cannot assure you that in the future, we will not be required to allocate significant resources and

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incur material expenses regarding such claims. We may need to pay substantial amount of compensation to settle similar claims without involving in any legal proceedings, and could be required to pay substantial damages or to refrain from the sale of relevant products in the event that a claimant prevails in any proceedings against us. Forms of potential liabilities under PRC law if we negligently participated or assisted in infringing activities associated with counterfeit goods include injunctions to cease infringing activities, rectification, compensation, and administrative penalties. Moreover, our reputation could be negatively affected due to the negative publicity of any infringement claim against us. Any third-party claims may materially and adversely affect our business, prospects, financial condition, and results of operations.

Our business is subject to complex and evolving PRC laws and regulations regarding cybersecurity and data privacy.

Our business generates and processes a large quantity of data. We face risks inherent in handling and protecting large volume of data. In particular, we face a number of challenges relating to data from transactions and other activities on our platforms, including:

•

protecting the data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior or improper use by our employees;

•

addressing concerns related to privacy and sharing, safety, security and other factors; and

•

complying with applicable laws, rules and regulations relating to the collection, use, storage, transfer, disclosure and security of personal information, including any requests from regulatory and government authorities relating to this data.

In general, we expect that data security and data protection compliance will receive greater attention and focus from regulators, both domestically and globally, as well as attract continued or greater public scrutiny and attention going forward, which could increase our compliance costs and subject us to heightened risks and challenges associated with data security and protection. If we are unable to manage these risks, we could become subject to penalties, including fines, suspension of business and revocation of required licenses, and our reputation and results of operations could be materially and adversely affected.

The PRC regulatory and enforcement regime with regard to data security and data protection is evolving and may be subject to different interpretations or significant changes. Moreover, different PRC regulatory bodies, including the Standing Committee of the NPC, the Ministry of Industry and Information Technology, or the MIIT, the CAC, the Ministry of Public Security and the State Administration for Market Regulation, or the SAMR, have enforced data privacy and protections laws and regulations with varying standards and applications. See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Relating to Internet Privacy” and “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Relating to Information Security”. The following are examples of certain recent PRC regulatory activities in this area:

Data Security

•

In June 2021, the Standing Committee of the NPC promulgated the Data Security Law, which took effect in September 2021. The Data Security Law, among other things, provides that the government will establish a security review procedure for data-related activities that affect or may affect national security. In July 2021, the state council promulgated the Regulations on Protection of Critical Information Infrastructure, which became effective on September 1, 2021. Pursuant to this regulation, critical information infrastructure means key network facilities or information systems of critical industries or sectors, such as public communication and information service, energy, transportation, water conservation, finance, public services,

e-government

affairs and national defense science, the damage, malfunction or data leakage of which may endanger national security, people’s livelihoods

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and the public interest. In December 2021, the CAC, together with other authorities, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022 and replaces its predecessor regulation. Pursuant to the Cybersecurity Review Measures, critical information infrastructure operators that procure internet products and services and network platform operators engaging in data processing activities must be subject to the cybersecurity review if their activities affect or may affect national security. The Cybersecurity Review Measures further stipulates that a network platform operator that holds personal information of over one million users shall apply with the Cybersecurity Review Office for a cybersecurity review before any public offering at a foreign stock exchange. As of the date of this annual report, no detailed implementation rules have been issued by any government authorities. While we have not been officially identified as a critical information infrastructure operator by any government authorities as of the date of this annual report, we have been directed by the Office of Cyberspace Affairs Commission of the Guangzhou Municipal Party Committee to conduct cybersecurity self-examinations, including in accordance with the Cybersecurity Examination Guidance for Critical Information Infrastructure Operators in Guangzhou (2020). We have conducted such cybersecurity self-examinations as directed and have submitted the corresponding cybersecurity self-examination reports to the responsible government authority. In other words, we have been subject to requirements imposed under certain PRC laws and regulations that have an apparent application on critical information infrastructure operators and as such it is possible that we may be identified as a critical information infrastructure operator. If we are designated as a critical information infrastructure operator, we will be subject to the requirement of a cybersecurity review and such other requirements and scrutiny from PRC government authorities and under applicable laws and regulations, which may increase our compliance costs and affect our ability to conduct overseas offerings. For example, in relation to our procurement of network products or services, we may be required to assess if there is any national security risk involved when such products or services are used, and if national security will be affected or may be affected. We may be required to apply to the Office of Cybersecurity Review of the CAC for cybersecurity review. We may also be obligated to comply with a hierarchical cybersecurity network security system that has been introduced, and to implement technical measures and to take other necessary actions to address cybersecurity incidents, prevent cyber-attacks, forestall illegal and criminal activities, safeguard the security and stable operation of critical information infrastructure, and maintain data integrity, confidentiality and availability.

•

In November 2021, the CAC released the Regulations on the Network Data Security (Draft for Comments), or the Draft Regulations on Network Data Security. The Draft Regulations on Network Data Security provides that data processors refer to individuals or organizations that, during their data processing activities such as data collection, storage, utilization, transmission, publication and deletion, have autonomy over the purpose and the manner of data processing. In accordance with the Draft Regulations on Network Data Security, a data processor shall apply for a cybersecurity review for certain activities, including, among other things, (i) the overseas listing of such data processor if it processes personal information belonging to more than one million users, and (ii) any data processing activity that affects or may affect national security. However, there have been no clarifications from the relevant authorities as of the date of this annual report as to the standards for determining whether an activity is one that “affects or may affect national security.” In addition, the Draft Regulations on Network Data Security stipulates that data processors that process “important data” or are listed overseas must conduct an annual data security assessment, either by itself or through a data security service provider, and must submit the assessment report of a given year to the relevant municipal cybersecurity department by the end of January of the following year. As of the date of this annual report, the Draft Regulations on Network Data Security has been released for public comment only, and its final provisions and adoption are subject to uncertainties.

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Personal Information and Privacy

•

The Anti-monopoly Guidelines for the Platform Economy Sector published by the Anti-monopoly Committee of the State Council, which took effect on February 7, 2021, prohibits online platforms operators from collecting

non-essential

user information through coercive means.

•

In August 2021, the Standing Committee of the NPC promulgated the Personal Information Protection Law, which integrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021. The Personal Information Protection Law steps up the protection for personal information and imposes additional requirements in terms of its processing. Nonetheless, many provisions under this law remain to be clarified by the CAC, other regulatory authorities, and courts in practice. We have been updating our privacy policies from time to time to comply with applicable regulatory requirements of PRC government authorities and adopt technical measures to protect data and ensure cybersecurity in a systematic manner. We may be required to make further adjustments to our business practices to comply with the personal information protection laws and regulations.

Many of the data-related legislations are relatively new and certain concepts thereunder remain subject to clarifications and interpretations by the regulators. If any data that we possess belongs to data categories that are subject to heightened scrutiny, we may be required to adopt stricter measures for the protection and management of such data. The Cybersecurity Review Measures and the Draft Regulations on Network Data Security remain unclear on whether the relevant requirements will be applicable to companies that are already listed in the United States, such as us. We cannot predict the impact of the Cybersecurity Review Measures and the Draft Regulations on Network Data Security, if any, at this stage, and we will closely monitor and assess any development in the rule-making process. If the Cybersecurity Review Measures and the enacted version of the Draft Regulations on Network Data Security mandate clearance of cybersecurity review and other specific actions to be taken by issuers like us, we face uncertainties as to whether these additional procedures can be completed by us timely, or at all, which may subject us to government enforcement actions and investigations, fines, penalties, suspension of our

non-compliant

operations, or removal of our app from the relevant application stores, and materially and adversely affect our business and results of operations and significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline. As of the date of this annual report, we have not been involved in any formal investigations on cybersecurity review made by the CAC on such basis.

In general, compliance with existing PRC laws and regulations, as well as additional laws and regulations that PRC regulatory bodies may enact in the future, related to data security and personal information protection, may be costly and result in additional expenses to us, and subject us to negative publicity, which could harm our reputation and business operations. There are also uncertainties with respect to how such laws and regulations will be implemented and interpreted in practice.

Failure to protect confidential information of our customers and our network against security breaches could damage our reputation and brand and substantially harm our business and results of operations.

A significant challenge to

e-commerce

and communications is the secure transmission of confidential information over public networks. Currently, almost all product orders and, in some cases, payments for products we offer, are made through our Vipshop Online Platform and systems. In such transactions, maintaining security on our platform and systems for the transmission of confidential or private information, such as customers’ personal information, payment-related information, and transaction information, is essential to maintain consumer confidence in our platform and systems.

We have adopted rigorous security policies and measures, including use of encryption technology, to protect our proprietary data and customer information. However, advances in technology and hacker skills, new discoveries in the field of cryptography, or other events or developments could result in a compromise or breach

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of the technology that we use to protect confidential information. We may not be able to prevent third parties, especially hackers or other individuals or entities engaging in similar activities, from illegally obtaining such confidential or private information we hold as a result of our customers’ visits on our platform. Such individuals or entities obtaining our customers’ confidential or private information may further engage in various other illegal activities using such information. In addition, we have limited control or influence over the security policies or measures adopted by third-party providers of online payment services through which some of our customers may elect to make payment for purchases on our platform. Furthermore, our third-party delivery partners may also violate their confidentiality obligations and disclose or use information about our customers illegally. Although we do not believe that there would be any material adverse effect on our ability to carry out our current business operations if we were held responsible for any such illegal activities, any negative publicity on our platform’s safety or privacy protection mechanism and policy could materially and adversely affect our public image and reputation.

In addition, the methods used by hackers and others to engage in illegal online activities are increasingly sophisticated and constantly evolving. Significant capital, managerial, and other resources may be required to ensure and enhance information security or to address the issues caused by such security failure. Any perception by the public that

e-commerce

and transactions, or the privacy of user information, are becoming increasingly unsafe or vulnerable to attack could inhibit the growth of online retail and other online services generally, which may also in turn reduce the number of orders we receive and materially and adversely affect our business, financial condition, and results of operations.

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

We regard our trademarks, service marks, domain names, trade secrets, proprietary technologies, and other intellectual property as critical to our business. We rely on a combination of intellectual property laws and contractual arrangements, including confidentiality agreements and license agreements with our employees, brand partners, and others, to protect our proprietary rights. As of December 31, 2021, we had 184 patents and 345 pending patent applications in China, owned 1,944 registered trademarks in China and 118 registered trademarks outside China, 213 copyrights (including copyrights to 182 software products developed by us relating to various aspects of our operations), and 332 registered domain names that are material to our business, including

vip.com

and

vipshop.com

. See “Item 4.B. Information on the Company—Business Overview—Intellectual Property.”

It is often difficult to register, maintain, and enforce intellectual property rights in China. Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. Confidentiality agreements and license agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights in China. Policing any unauthorized use of our intellectual property is difficult and costly and the steps we have taken may be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in protecting or enforcing our intellectual property rights could materially and adversely affect our business, financial condition, and results of operations.

We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate patents, copyrights, or other intellectual property rights held by third parties. We have been,

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and from time to time in the future may be, subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be other third-party intellectual property that is infringed by our products, services or other aspects of our business. There could also be existing patents of which we are not aware that our products may inadvertently infringe. We cannot assure you that holders of patents purportedly relating to some aspect of our technology platform or business, if any such holders exist, would not seek to enforce such patents against us in China, the United States, or any other jurisdictions. Further, the application and interpretation of China’s patent laws and the procedures and standards for granting patents in China are still evolving and are uncertain, and we cannot assure you that PRC courts or regulatory authorities would agree with our analysis. If we are found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. In addition, we may incur significant expenses, and may be forced to divert management’s time and other resources from our business and operations to defend against these infringement claims, regardless of their merits. Successful infringement or licensing claims made against us may result in significant monetary liabilities and may materially disrupt our business and operations by restricting or prohibiting our use of the intellectual property in question. Finally, we use open source codes in self-developed software in connection with our products and services. Companies that incorporate open source software into their products and services have, from time to time, faced claims challenging the ownership of open source software and compliance with open source license terms. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software or noncompliance with open source licensing terms. Some open source software licenses require users who distribute open source software as part of their software to publicly disclose all or part of the source code to such software and make available any derivative works of the open source code on unfavorable terms or at no cost. Any requirement to disclose our source code or pay damages for breach of contract could be harmful to our business, results of operations, and financial condition.

We may be subject to litigation and regulatory proceedings.

We may be subject to litigation and regulatory proceedings relating to third-party and principal intellectual property infringement claims, contract disputes involving brand partners, consumer protection claims, claims relating to data and privacy protection, employment related cases, and other matters in the ordinary course of our business. There can be no assurance that we will be able to prevail in our defense or reverse any unfavorable judgment, ruling or decision against us. In addition, we may decide to enter into settlements that may adversely affect our results of operations and financial condition. Furthermore, in May 2020, the Hong Kong Independent Commission Against Corruption charged two individuals with commercial bribery offenses in connection with alleged conduct dating back to the period from 2013 to 2016. The two individuals were associated with entities that had business dealings with us during the referenced period. Although neither our company nor any of our employees is a party to the case or has been accused of any wrongdoing, there can be no assurance that the outcome or consequence of such case, if any, will not have any material and adverse effect on our public image, reputation, business prospects, results of our operations, and financial condition.

As a publicly-listed company, we may face additional exposure to claims and lawsuits inside and outside China, including securities law class actions. We will need to defend against these lawsuits, including any appeals should our initial defense be successful. The litigation process may utilize a material portion of our cash resources and divert management’s attention away from the

day-to-day

operations of our company, all of which could harm our business. There can be no assurance that we will prevail in any of these cases, and any adverse outcome of these cases could have a material adverse effect on our reputation, business and results of operations. In addition, although we have obtained directors’ and officers’ liability insurance, the insurance coverage may not be adequate to cover our obligations to indemnify our directors and officers, fund a settlement of litigation in excess of insurance coverage or pay an adverse judgment in litigation. Our directors and executive officers may also face litigation or proceedings unrelated to their respective capacity as a director or executive officer of our company, and such litigation or proceedings may adversely affect our public image and reputation.

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The existence of litigation, claims, investigations, and proceedings may harm our reputation, limit our ability to conduct our business in the affected areas and adversely affect the trading price of our ADSs. The outcome of any claims, investigations, and proceedings is inherently uncertain, and in any event defending against these claims could be both costly and time-consuming, and could significantly divert the efforts and resources of our management and other personnel. An adverse determination in any litigation, investigation, or proceeding could cause us to pay damages, incur legal and other costs, limit our ability to conduct business, or require us to change the manner in which we operate.

We may be subject to potential government investigations or enforcement actions under anti-monopoly and anti-competition laws and regulations.

The PRC government, media outlets, and public advocacy groups have been increasingly focused on

anti-monopoly

and anti-unfair competition recently. In October 2020, the SAMR issued the Interim Provisions for Regulating Promotional Activities, which took effect on December 1, 2020. Among other things, these interim provisions are designed to promote consumer protection and prohibit false or misleading commercial information used in promotional activities. Failure to comply with these provisions may subject us to penalties or other administrative actions by regulatory authorities. On February 7, 2021, the Anti-Monopoly Committee of the State Council published the Anti-Monopoly Guidelines for the Platform Economy Sector that aims at enhancing anti-monopoly administration of businesses that operate under the platform model and the overall platform economy. The guidelines specifically prohibit certain acts of the platform economy operators that may have the effect of eliminating or limiting market competition, such as forcing users to choose the products or services of one operator exclusively from the others. In April 2021, the SAMR, together with certain other PRC government authorities, convened an administrative guidance meeting, focusing on unfair competition acts in community group buying, self-inspection and rectification by major internet companies of possible violations of anti- monopoly, anti-unfair competition, tax and other related laws and regulations, and requesting such companies to comply with relevant laws and regulations strictly and be subject to public supervision. In addition, many internet companies, including over 30 companies that attended such administrative guidance meeting, are required to conduct a comprehensive self-inspection and make necessary rectification accordingly. The SAMR stated that it would organize and conduct inspections on the companies’ rectification results. If a company is found to conduct illegal activities, more severe penalties are expected to be imposed in accordance with the laws. Since the Anti-monopoly Guidelines for the Platform Economy Sector are newly enacted, there are substantial uncertainties relating to its interpretation and implementation.

On October 23, 2021, the Standing Committee of the National People’s Congress issued a second draft amendment to the Anti-Monopoly Law for public comments, which proposes to increase the fines on business operators for illegal concentration to no more than ten percent of the preceding year’s sales revenue of the business operators if the concentration of business operators has or may have an effect of excluding or limiting competition, or a fine of up to RMB5 million if the concentration of business operators does not have an effect of excluding or limiting competition. In addition, under the draft amendment, the relevant authority can investigate upon evidence that concentration has or may have the effect of eliminating or restricting competition, even if such concentration does not reach the filing threshold. Due to the enhanced enforcement of the Anti-Monopoly Law, we may receive greater scrutiny and attention from regulators and more frequent and rigid investigation or review by regulators, which will increase our compliance costs and subject us to heightened risks and challenges. There are substantial uncertainties on the evolving legislative activities and varied local implementation practices of anti-monopoly and competition laws and regulations in China, especially with respect to the enactment timetable, final content, interpretation, and implementation of the amended Anti-Monopoly Law. If it is enacted as proposed, it will impose a higher regulatory requirement to complete an acquisition. We may have to spend much more personnel cost and time evaluating and managing these risks and challenges in connection with our products and services as well as our investments in our ordinary business course to avoid any failure to comply with these regulations. Any failure or perceived failure by us to comply with the Anti-Monopoly Guidelines for Platform Economy Sector, the Anti-Monopoly Law, and other anti-monopoly laws and regulations may result in

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governmental investigations or enforcement actions, litigations, or claims against us and could adversely affect our business, financial condition, and results of operations.

We have been subject to administrative proceedings relating to anti-unfair competition laws, and may be subject to administrative proceedings relating to anti-monopoly and anti-unfair competition laws and regulations in the future. For instance, we received an administrative penalty decision issued by the SAMR in December 2020 for certain unfair pricing conduct during the November 11 promotional campaign. On January 14, 2021, we received a notice of investigation from the SAMR, which stated that the SAMR had commenced an investigation against us pursuant to the Anti-Unfair Competition Law. On February 8, 2021, we received the decision from the SAMR regarding the investigation. We are subject to a fine of RMB3 million and we have paid such fine on February 8, 2021. We will rectify the identified issues with respect to our business operations in accordance with the decision issued by the SAMR, and stay compliant with the Anti-Unfair Competition Law. The fine and rectification to our business operations will have limited impact to our operations and financial condition. On August 17, 2021, the SAMR issued the Provisions on Preventing Unfair Online Competition (Draft for Comments), which detailed the implementation of the PRC Anti-Unfair Competition Law, including specifying certain online unfair competition behaviors that should be prohibited. As of the date of this annual report, the provisions have not been formally adopted, and due to the lack of further clarification, there are still uncertainties regarding the interpretation and implementation of the provisions.

Due to the uncertainties associated with the evolving legislative activities and varied local implementation practices of anti-monopoly and competition laws and regulations in China, compliance with these laws, regulations, rules, guidelines, and implementations may be costly, and any incompliance or associated inquiries, investigations, and other governmental actions may divert significant management time and attention and our financial resources, bring negative publicity, subject us to liabilities or administrative penalties, and materially and adversely affect our financial conditions, operations, and business prospects.

We are subject to changing law and regulations regarding regulatory matters, corporate governance, and public disclosure that have increased both our costs and the risk of

non-compliance.

We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, or SEC, which is charged with the protection of investors and the oversight of companies whose securities are publicly traded, and the various regulatory authorities in China and the Cayman Islands, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

Moreover, because these laws, regulations, and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

Future strategic alliances or acquisitions may materially and adversely affect our business, financial condition, and results of operations.

We may pursue selected strategic alliances and potential strategic acquisitions that are complementary to our business and operations, including opportunities that can help us promote our brand to new customers and suppliers, expand our product and service offerings, and improve our technology infrastructure. We may also pursue strategic initiatives with brands and platforms in international markets.

Strategic alliances with third parties could subject us to a number of risks, including risks associated with sharing proprietary information,

non-performance

or default by counterparties, and increasing expenses in

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establishing these new alliances, any of which may materially and adversely affect our business. We may have little ability to control or monitor the actions of our partners. To the extent a strategic partner suffers any negative publicity as a result of its business operations, our reputation may be negatively affected by virtue of our association with such party.

In addition, although we have no current acquisition plans, we may consider entering into strategic acquisition of or alliance with other companies, businesses, assets, or technologies that are complementary to our business and operations as part of our growth strategy. For example, Sichuan VipFubon Consumer Finance Co., Ltd., a company engaging in consumer finance business, was established in October, 2021 by Fubon Bank (China) Co., Ltd., Xtep (China) Co., Ltd. and us. As of the date of this annual report, Fubon Bank (China) Co., Ltd., Xtep (China) Co., Ltd. and we hold 25%, 25.1%, and 49.9% of the equity interests in Sichuan VipFubon Consumer Finance Co., Ltd., respectively. We have made capital contribution totaling RMB249.5 million (US$39.2 million) in and have significant influence over the company.

Strategic acquisitions and subsequent integrations of newly acquired businesses would require significant managerial and financial resources and could result in a diversion of resources from our existing business, which in turn could adversely affect our growth and business operations. The costs of identifying and consummating acquisitions may be significant. We may also incur significant expenses in obtaining approvals from shareholders and relevant government authorities in China and elsewhere in the world. Our failure to consummate acquisitions could also require us to pay certain

pre-negotiated

fees and expenses. Acquired businesses or assets may not generate expected financial results and may have historically incurred and continue to incur losses. In addition, acquisitions could also require the use of substantial amount of cash, issuance of equity or debt securities, incurrence of significant goodwill and related impairment charges, amortization expenses for intangible assets and exposure to potential unknown liabilities of the acquired businesses or assets, including liabilities as the result of historical actions of the acquired businesses. The cost and duration of integrating newly acquired businesses could also materially exceed our expectations. Any such negative developments could materially and adversely affect our business, financial condition, and results of operations.

Any interruption in the operation of our logistics hubs or data centers for an extended period may materially and adversely affect our business.

Our ability to process and fulfill orders accurately and to provide high-quality customer service depends on the efficient and uninterrupted operation of our logistics hubs and self-owned servers located in data centers operated by major PRC internet datacenter providers. Our logistics hubs and data centers may be vulnerable to damage caused by fire, flood, power loss, telecommunications failure,

break-ins,

earthquake, human errors, and other events. We have developed a disaster tolerant system which includes real-time data mirroring, daily data

back-up

and system redundancy solutions. However, we do not carry business interruption insurance. The occurrence of any of the foregoing risks could materially and adversely affect our business, prospects, financial condition, and results of operations.

Pandemics, epidemics, or fear of spread of contagious diseases could disrupt our operations or Chinese or global economies, which could materially and adversely affect our business, financial condition, and results of operations.

In addition to the impact of

COVID-19,

global pandemics, epidemics in China or elsewhere in the world, or fear of spread of contagious diseases, such as H1N1 flu, H7N9 flu, avian flu, severe acute respiratory syndrome (SARS), Ebola, or other disease could disrupt our business operations in China and elsewhere in the world, reduce or restrict our fulfillment capacity, or result in regional or global economic distress, which may materially and adversely affect our business, financial condition, and results of operations. Any one or more of these events or recurrence may adversely affect our sales results, or even for a prolonged period of time, which could materially and adversely affect our business, financial condition, and results of operations.

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We have limited experience in operating an internet finance business, and exposure to credit risks or significant deterioration in the asset quality of our internet finance business may materially and adversely affect our business, financial condition, and results of operation.

Over the past few years, we have participated in the emerging internet finance sector in China, providing both consumer financing and supplier financing services. Starting from 2019, we scaled back our internet finance business, which currently serves as a supporting function for our core online retail business. We primarily cooperate with banks and third-party consumer financing companies to provide consumer loans to our customers, and charge the banks and third-party consumer financing companies a certain percentage of channel fees. Operating in this highly-regulated and fast-changing business sector involves risks and challenges. Our lack of familiarity with the internet finance sector may make it difficult for us to capture the demands and preferences in the market and provide financial service products that meet our customers’ requirements and preferences. We may not be able to achieve customer satisfactory.

Additionally, the risk of nonpayment of loans is inherent in the financing business. Although we have largely terminated providing loans to customers and suppliers by ourselves to reduce the credit risks we bear directly, we are not fully exempt from all the risks associated with potential bad debts. Defaults in payment for loans by our customers and suppliers expose us to bad debts. Furthermore, our ability to manage the quality of our loan portfolio and the associated credit risks will have significant impact on the results of operations of our internet finance business. Any significant deterioration in the asset quality of our internet finance business and significant increase in associated credit risks may materially and adversely affect our business, financial condition, and results of operations.

We may be subject to product liability claims if people or properties are harmed by the products we sell.

We sell products manufactured by third parties, some of which may be defectively designed or manufactured. As a result, sales of such products could expose us to product liability claims in connection with personal injury or property damage and may require product recalls or other actions. Third parties subject to such injury or damage may bring claims or legal proceedings against us as a product retailer or as a marketplace service provider. Currently, we maintain product liability insurance in relation to products we sell for any product liability claims based on property damage or personal injury. We also maintain public liability insurance. However, any material product liability claim beyond our coverage or litigation could materially and adversely affect our business, financial condition, and results of operations. Even unsuccessful claims could result in the use of funds and managerial efforts in defending them and could negatively impact our reputation.

We have limited insurance coverage, which could expose us to significant costs and business disruption.

Risks associated with our business and operations include, but are not limited to, damage to properties due to fire, explosions and other accidents, business interruption due to power shortages or network failure, product liability claims, transportation damages, losses of key personnel, and risks posed by natural disasters including storms, floods, and earthquakes, any of which may result in significant costs or business disruption. We have maintained insurance coverage we consider necessary and sufficient for our business, and customary for the industry in which we operate, including all risk property insurance covering our equipment, facilities, inventories, and other properties and public liability insurance covering certain premises liability. However, insurance companies in China currently offer limited business-related insurance products. We do not maintain business interruption insurance. We cannot assure you that our insurance coverage is sufficient to prevent us from any loss to be sustained or that we will be able to successfully claim our losses under our current insurance policies on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition, and results of operations could be materially and adversely affected.

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Our business depends on the continuing efforts of our management. If we lose their services, our business may be severely disrupted.

Our business operations depend on the continuing efforts of our management, particularly the executive officers named in “Item 6.A. Directors, Senior Management and Employees—Directors and Senior Management.” If one or more of our management were unable or unwilling to continue their employment with us, we might not be able to replace them in a timely manner, or at all. We may incur additional expenses to recruit and retain qualified replacements. Our business may be severely disrupted and our financial condition and results of operations may be materially and adversely affected. In addition, our management may join a competitor or form a competing company. We can provide no assurance that we will be able to successfully enforce our contractual rights included in the employment agreements we have entered into with our management team, particularly in China, where all these individuals reside.

As a result, our business may be negatively affected due to the loss of one or more members of our management.

If we are unable to attract, train, and retain qualified personnel, our business may be materially and adversely affected.

We intend to hire and retain additional qualified employees to support our business operations and planned expansion. Our future success depends, to a significant extent, on our ability to attract, train, and retain qualified personnel, particularly management, technical, marketing, and other operational personnel with expertise in the online retail industry. Our experienced

mid-level

managers are instrumental in implementing our business strategies, executing our business plans and supporting our business operations and growth. Since our industry is characterized by high demand and intense competition for talent, we cannot assure you that we will be able to attract or retain qualified staff or other highly skilled employees that we will need in order to achieve our strategic objectives. In addition, our ability to train and integrate new employees into our operations may also be limited and may not meet the demand for our business growth on a timely fashion, or at all. If we are unable to attract, train, and retain qualified personnel, our business may be materially and adversely affected.

Failure to renew our current leases or locate desirable alternatives for our facilities could materially and adversely affect our business.

We lease various properties for offices, logistics centers, offline stores, data centers, and customer service centers. We may not be able to successfully extend or renew such leases and may therefore be forced to relocate our affected operations. This could disrupt our operations and result in significant relocation expenses, which could materially and adversely affect our business, financial condition, and results of operations. In addition, we compete with other businesses for premises at certain locations or of desirable sizes. As a result, even though we could extend or renew our leases, rental payments may significantly increase as a result of the high demand for the leased properties. In addition, we may not be able to locate desirable alternative sites for our facilities as our business continues to grow and such failure in relocating our affected operations could affect our business and operations.

Our use of leased properties could be challenged by third parties, which may cause interruptions to our business operations.

Some of our landlords do not have proper ownership certificates or authorization of sublease for the properties we lease, or have other restrictions on their ownership of the properties. In particular, several of our offices in Guangzhou, China are located on land allocated by local government, and the landlord has not obtained the relevant government approvals for leasing the premises. In addition, some of our leased properties were mortgaged by the owners to third parties before we entered into lease agreements with them, and if such owners fail to perform their obligations secured by such properties and the mortgage is enforced by the third parties, we may be unable to continue to lease such properties and may be forced to relocate. Furthermore, a few of our leasehold interests in leased properties have not been registered with relevant PRC government authorities as

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required by PRC laws. According to PRC laws, rules, and regulations, failure to register a lease agreement will not affect its effectiveness between the landlord and the tenant.

However, the landlord and the tenant may be subject to administrative fines of up to RMB10,000 each for such failure to register the lease and failure to make corrections within specified time limit. As of the date of this annual report, we are not aware of any material claims or actions being contemplated or initiated by government authorities or any third parties with respect to our leasehold interests in or use of such properties. However, we cannot assure you that our use of the leased properties will not be challenged by the government authorities or third parties alleging ownership of such properties. In the event that our use of properties is successfully challenged, we may be forced to relocate the affected operations. We can provide no assurance that we will be able to find suitable replacement sites on terms acceptable to us on a timely basis, or at all, or that we will not be subject to material liability resulting from third parties’ challenges on our use of such properties. As a result, our business, financial condition, and results of operations may be materially and adversely affected.

If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our ADSs may be materially and adversely affected.

We are subject to the reporting obligations under the U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, has adopted rules requiring a public company to include a report of management on the effectiveness of such company’s internal control over financial reporting in its annual report on Form

20-F.

In addition, an independent registered public accounting firm for a public company must issue an attestation report on the effectiveness of our internal control over financial reporting for the year ended December 31, 2021, as included in this annual report. As required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules promulgated by SEC, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021 using criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2021. In addition, our independent registered public accounting firm attested the effectiveness of our internal control and reported that our internal control over financial reporting was effective as of December 31, 2021. If we fail to achieve and maintain an effective internal control environment for our financial reporting, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with the Sarbanes-Oxley Act of 2002. We may therefore need to incur additional costs and use additional management and other resources in an effort to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and other requirements going forward. Moreover, effective internal control over financial reporting is necessary for us to produce reliable financial reports. As a result, any failure to maintain effective internal control over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could negatively impact the trading price of our ADSs. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations, and civil or criminal sanctions.

Our business, financial condition, and results of operations, as well as our ability to obtain financing, may be adversely affected by the downturn in the global or Chinese economy.

COVID-19

continued to have a severe and negative impact on the Chinese and the global economy in 2021. Whether this will lead to a prolonged downturn in the economy is still unknown. Even before the outbreak of

COVID-19,

the global macroeconomic environment was facing numerous challenges. The growth rate of the Chinese economy has gradually slowed in recent years and the trend may continue in the foreseeable future. China had a negative gross domestic product, or GDP, growth in the first quarter of 2020, which broke the record of the continued GDP growth in China for the past decades. There is considerable uncertainty over the long-term effects of the monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China, and the changes thereof. Unrest, terrorist

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threats, and the potential for war in the Middle East and elsewhere may increase market volatility across the globe. United Kingdom’s exit from the European Union, commonly referred to as the “Brexit,” has created significant uncertainty about the future relationship between the United Kingdom and the European Union. More recently, there have been heightened tensions in international relations, particularly between the United States and China, but also as a result of the war in Ukraine and sanctions on Russia. These tensions have affected both diplomatic and economic ties between the two countries. Heightened tensions could reduce levels of trade, investments, technological exchanges, and other economic activities between the two major economies. The existing tensions and any further deterioration in the relationship between the United States and China may have a negative impact on the general, economic, political, and social conditions in both countries. These developments, or the perception that any of them could occur, may adversely affect worldwide economic and market conditions. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the global or Chinese economy may materially and adversely affect our business, results of operations, and financial condition.

Economic conditions in China are sensitive to global economic conditions. Our business and operations are primarily based in China and substantially all of our revenues are derived from our operations in China. Accordingly, our financial results have been, and are expected to continue to be, affected by the economy and online retail industry in China. The online retail industry is particularly sensitive to economic downturns, and the macroeconomic environment in China may affect our business and prospects. A prolonged slowdown in the global or Chinese economy may lead to reduced online purchasing activities, which could materially and adversely affect our business, financial condition, and results of operations.

Moreover, a slowdown in the global or Chinese economy or the recurrence of any financial disruptions may materially and adversely impact financings available to us. The weakness in the economy could erode investors’ confidence, which constitutes the basis of the credit markets. There is considerable uncertainty over the

long-term

effects of the expansionary monetary and fiscal policies that have been adopted by the central banks and financial authorities of some of the world’s leading economies, including China. Any recurrence of financial turmoil affecting the financial markets and banking system may significantly restrict our ability to obtain financing in the capital markets or from financial institutions on commercially reasonable terms, or at all. Any prolonged slowdown in the global or Chinese economy may negatively impact our business, results of operations, and financial condition, and continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs.

Our results of operations are subject to quarterly fluctuations due to a number of factors that could adversely affect our business and the trading price of our ADSs.

We experience seasonality in our business, reflecting a combination of seasonal fluctuations in internet usage and traditional retail seasonality patterns. For example, we generally experience less user traffic and purchase orders during holidays in China, particularly during the Chinese New Year period in the first quarter of the year, when customers tend to shop less. Furthermore, sales in the retail industry are typically significantly higher in the fourth quarter of the year than in the preceding three quarters.

E-commerce

companies in China hold special promotional campaigns on November 11 and December 12 each year that boost sales in the fourth quarter relative to other quarters, and we hold a special promotional campaign in the fourth quarter of each year to celebrate the anniversary of the founding of our platform. Due to the foregoing factors, our financial condition and results of operations for future quarters may continue to fluctuate and our historical quarterly results may not be comparable to future quarters. As a result, the trading price of our ADSs may fluctuate from time to time due to seasonality.

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Risks Relating to Our Corporate Structure

Foreign ownership of internet-based businesses is subject to significant restrictions under current PRC laws and regulations. The PRC government regulates internet access, provision of online information, and operation of online commerce through strict business licensing requirements and other government regulations. These laws and regulations also include limitations on foreign ownership in PRC companies that provide value-added telecommunication services, including commercial internet content services and online data processing and transaction processing (operating

e-commerce)

services. Specifically, foreign investors are not allowed to own more than 50% of the equity interests in any entity operating value-added telecommunication services (except for operating

e-commerce,

domestic multi-party communication,

store-and-forward

and call center), including commercial internet content provision business. The Provisions on the Administration of Foreign-Invested Telecommunications Enterprises (2016 Revision) require that the major foreign investor in a value-added telecommunication service provider in China must have experience in providing value-added telecommunications services overseas and maintain a good track record. However, according to the Decision on Amendment and Annulment of Certain Administrative Regulations promulgated by the State Council on March 29, 2022, which will take effect on May 1, 2022, Provisions on the Administration of Foreign-Invested Telecommunications Enterprises (2016 Revision) will be amended, and pursuant to such amendment, requirements of experience in providing value-added telecommunications services overseas and maintenance of good track record will be removed. The PRC Ministry of Information Industry, which was merged into the MIIT, issued the Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunications Business, or the MIIT Circular, in July 2006. The MIIT Circular reiterated the regulations on foreign investment in telecommunications businesses, which require foreign investors to set up

foreign-invested

enterprises and obtain value-added telecommunication business operating licenses to operate any value-added telecommunications business in China. Because commercial internet content provision is a value-added telecommunication business, foreign-invested enterprises that plan to engage in internet content provision business must obtain value-added telecommunication business operating licenses for internet content provision business. Meanwhile, the operators of online platforms that provide access to third-party merchants for sales of their products are also required to obtain value-added telecommunication business operating licenses for online data processing and transaction processing (operating

e-commerce)

services. Under the MIIT Circular, a PRC domestic company that holds a value-added telecommunication business operating license, including the value-added telecommunication business operating license for internet content provision business or online data processing and transaction processing (operating

e-commerce)

services, is prohibited from leasing, transferring, or selling the license to foreign investors in any form, and from providing any assistance, including providing resources, sites, or facilities, to foreign investors that operate value-added telecommunications business illegally in China.

We are a Cayman Islands company, and our PRC subsidiary, namely Vipshop (China) Co., Ltd., or Vipshop China, is a wholly foreign-owned enterprise, or WFOE, under PRC law. To comply with PRC laws and regulations, we conduct our operations in China, including the operations of our Vipshop Online Platform, through contractual arrangements entered into by our respective consolidated affiliated entities, Vipshop

E-Commerce,

Vipshop Information, and Pin Jun Tong. Because all shareholders of our consolidated affiliated entities are PRC citizens, our consolidated affiliated entities are considered PRC domestic companies under PRC laws. As of the date of this annual report, Vipshop

E-Commerce

holds an EDI License valid until December 2022, which is required for providing platform access to third-party merchants for their sales of products to further develop our business. For a detailed description of these licenses and permits, see “Item 4.B. Information on the Company—Business Overview—Regulation—Regulations Relating to Licenses and Permits.” Each of our consolidated affiliated entities is a PRC limited liability company. As a result of these contractual

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arrangements, we exert control over our consolidated affiliated entities and consolidate their operating results in our financial statements under U.S. GAAP. For a detailed description of these contractual arrangements, see “Item 4.C. Information on the Company—Organizational Structure.”

In the opinion of our PRC counsel, Han Kun Law Offices, based on its understanding of the relevant PRC laws, rules, and regulations, our current ownership structure, the ownership structure of our PRC subsidiaries, and our consolidated affiliated entities, each as described in this annual report, do not violate any PRC laws, rules, and regulations currently in effect, and the contractual arrangements among (a) Vipshop China, (b) Vipshop

E-Commerce,

and (c) shareholders of Vipshop

E-Commerce

as one set and the other two sets concerning our insignificant consolidated affiliated entities, each as described in this annual report, are not in violation of any PRC laws, rules, and regulations currently in effect. There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. See also “Item 3.D. Key Information—Risk Factors—Risks Relating to Our Corporate Structure—Our business may be significantly affected by the newly enacted PRC Foreign Investment Law.” Accordingly, we cannot assure you that PRC government authorities will not ultimately take a view contrary to or otherwise different from that of our PRC counsel.

Particularly, we are a Cayman Islands holding company with no equity ownership in our consolidated affiliated entities with which we have maintained contractual arrangements. Investors in our ADSs thus are not purchasing equity interest in our consolidated affiliated entities in China but instead are purchasing equity interest in a Cayman Islands holding company. If our ownership structure, contractual arrangements, and businesses of our company, our PRC subsidiaries, or our consolidated affiliated entities are found to be in violation of any existing or future PRC laws or regulations, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, the relevant government authorities, including the CSRC, would have broad discretion in dealing with such violation, including levying fines, confiscating our income or the income of our PRC subsidiaries or our consolidated affiliated entities, revoking the business licenses or operating licenses of our PRC subsidiaries or our consolidated affiliated entities, shutting down our servers or blocking our platform, discontinuing or placing restrictions or onerous conditions on our operations, requiring us to undergo a costly and disruptive restructuring, restricting or prohibiting our use of proceeds from any securities offerings outside China to finance our business and operations in China, and taking other regulatory or enforcement actions that could be harmful to our business. We could also be forced to relinquish our interests in those operations. Our ADSs may decline in value or become worthless if we are unable to assert our contractual control rights over the assets of our consolidated affiliated entities, which contributed to 2.6% of our revenues in 2021. Our Cayman Islands holding company, our consolidated affiliated entities, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with our consolidated affiliated entities and, consequently, significantly affect the financial performance of our consolidated affiliated entities and our company as a group.

Because of PRC restrictions on foreign ownership of internet-based businesses in China, we depend on contractual arrangements with our consolidated affiliated entities, in which we have no ownership interest, through our PRC subsidiaries to partially conduct our operations. These contractual arrangements, governed by PRC laws, are intended to provide us with effective control over our consolidated affiliated entities and allow us to obtain economic benefits from them. Although we have been advised by our PRC counsel, Han Kun Law Offices, that these contractual arrangements are valid, binding, and enforceable under current PRC laws, these contractual arrangements may not be as effective in providing control as direct ownership. For example, our consolidated affiliated entities and their respective shareholders could breach their contractual arrangements with

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us by, among other things, failing to operate our online retail business in an acceptable manner or taking other actions that are detrimental to our interests. If we held controlling equity interest in our consolidated affiliated entities, we would be able to exercise our shareholder rights to effect changes to its board of directors, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level of the consolidated affiliated entities. However, under the current contractual arrangements, if our consolidated affiliated entities or their respective shareholders fail to perform their obligations under these contractual arrangements, we may have to incur substantial costs to enforce such arrangements, and rely on legal remedies, including arbitration and litigation, under PRC law, which may not be sufficient or effective. In particular, the contractual arrangements relating to Vipshop

E-Commerce

and the other two consolidated affiliated entities, namely Vipshop Information and Pin Jun Tong, provide that any dispute arising from these arrangements will be resolved by arbitration, and any ruling of such arbitration will be final and binding. The legal framework and system in China, particularly those relating to arbitration proceedings, is not as developed as other jurisdictions such as the United States. As a result, significant uncertainties relating to the enforcement of legal rights through arbitration, litigation, and other legal proceedings remain in China, which could limit our ability to enforce these contractual arrangements and exert effective control over our consolidated affiliated entities. If we are unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, our business and operations could be severely disrupted, which could materially and adversely affect our results of operations and damage our reputation, and we may not be able to consolidate the financial results of our consolidated affiliated entities into our consolidated financial statements in accordance with U.S. GAAP. See “Item 3.D. Key Information—Risk Factors—Risks Relating to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us.”

The shareholders of our significant consolidated affiliated entity have potential conflict of interest with us, which may adversely affect our business.

Each shareholder of Vipshop

E-Commerce

is a shareholder and director of our company. Equity interest held by each of these shareholders in our company is less than its interest in Vipshop

E-Commerce.

In addition, these shareholders’ equity interest in our company will be further diluted as a result of any future offering of equity securities. As a result, conflict of interest may arise as a result of the dual shareholding and governance structure.

Each of these shareholders of Vipshop

E-Commerce

is also a director of our company, and has a duty of care and a duty of loyalty to our company and to our shareholders as a whole under Cayman Islands law. Under the contractual arrangements with Vipshop

E-Commerce

and its shareholders, (i) we may replace any such individual as a shareholder of Vipshop

E-Commerce

at our discretion, and (ii) each of these individuals has executed a power of attorney to appoint Vipshop China or its designated third party to vote on their behalf and exercise shareholder rights of Vipshop

E-Commerce.

However, we cannot assure you that these individuals will act in the best interests of our company should any conflict of interest arise, or that any conflict of interest will be resolved in our favor. These individuals may breach or cause Vipshop

E-Commerce

to breach the existing contractual arrangements. If we cannot resolve any conflict of interest or disputes between us and any of these individuals, we would have to rely on legal proceedings, which may be expensive, time-consuming and disruptive to our operations. There is also substantial uncertainty as to the outcome of any such legal proceedings.

We may lose the ability to use and enjoy assets held by our consolidated affiliated entities that are important to the operation of our business if either such entity goes bankrupt or becomes subject to a dissolution or liquidation proceeding.

As part of our contractual arrangements with our consolidated affiliated entities, some of these entities hold certain assets that are important to the operation of our business. If any of our consolidated affiliated entities goes bankrupt and all or part of its assets become subject to liens or rights of third-party creditors, we may be unable

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to continue some or all of our business activities, which could adversely affect our business, financial condition, and results of operations. If any of our consolidated affiliated entities undergoes a voluntary or involuntary liquidation proceeding, the unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, financial condition, and results of operations.

Our business may be significantly affected by the newly enacted PRC Foreign Investment Law.

On March 15, 2019, the National People’s Congress approved the PRC Foreign Investment Law, which became effective on January 1, 2020 and replaced the trio of existing laws regulating foreign investment in China, namely, the PRC Wholly Foreign-Invested Enterprise Law, the PRC Sino-Foreign Cooperative Joint Venture Enterprise Law, and the PRC Sino-Foreign Equity Joint Venture Enterprise Law, together with their implementation rules and ancillary regulations. 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. However, since it is newly enacted, there are substantial uncertainties relating to its interpretation and implementation. For example, the law adds a

catch-all

clause to the definition of “foreign investment,” which includes investments made by foreign investors in China through other means defined by other laws or administrative regulations or provisions promulgated by the PRC State Council, without further elaboration on the scope of “other means.” The Implementing Regulation of the Foreign Investment Law adopted by the State Council on December 26, 2019 did not provide further clarification for such “other means” either. The current laws and regulations leave leeway for the future legislations to be promulgated by competent PRC legislative institutions to provide for contractual arrangements as a form of foreign investment and subject to foreign investment restrictions. The most recent negative list, issued on December 27, 2021 and effective on January 1, 2022, stipulates that any PRC domestic enterprise engaging in prohibited industries under the negative list must obtain the consent of the relevant competent PRC authorities for overseas listing, and the foreign investors cannot participate in the operation and management of such enterprise, and the shareholding percentage of the foreign investors in such enterprise must be subject to the relevant administrative provisions relating to foreign investment in the securities of PRC domestic companies. Such negative list does not further elaborate whether existing overseas listed enterprise will be subject to such requirements. The staff of the National Development and Reform Commission, or the NDRC, addressed in an interview on December 27, 2021 that certain existing overseas listed enterprises whose foreign investors’ shareholding percentage exceed the aforementioned threshold are not required to make adjustment or deduction. It is unclear, however, whether the aforesaid provisions in the most recently updated negative list will apply to the companies that conduct their business operations in China through contractual arrangements. It also remains uncertain whether our corporate structure may be deemed as violating the foreign investment restrictions in China. Furthermore, if future legislations prescribed by the PRC State Council mandate further actions to be taken by companies with respect to existing contractual arrangement, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. If we fail to take appropriate and timely measures to comply with any of these or similar regulatory compliance requirements, our current corporate structure, corporate governance, and business operations could be materially and adversely affected.

Our contractual arrangements with our consolidated affiliated entities may result in adverse tax consequences to us.

We might be subject to adverse tax consequences if the PRC tax authorities were to determine that the contracts between our PRC subsidiaries and our consolidated affiliated entities were not entered into on an arm’s length basis and therefore constitute favorable transfer pricing arrangements. If this occurs, the PRC tax authorities could request that our consolidated affiliated entities adjust its taxable income, if any, upward for PRC tax purposes. Such a pricing adjustment could adversely affect us by increasing our consolidated affiliated entities’ tax expenses without reducing our tax expenses, which could subject our consolidated affiliated entities to late payment fees and other penalties for underpayment of taxes. The PRC Enterprise Income Tax Law

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requires every enterprise in China to submit annual report of enterprise income tax together with a report on transactions with its related parties to the relevant tax authorities. The tax authorities may impose reasonable adjustments on taxation if they have identified any related party transactions that are inconsistent with arm’s length principles. As a result, our contractual arrangements with our consolidated affiliated entities may result in adverse tax consequences to us.

If our PRC subsidiaries and consolidated affiliated entities fail to obtain and maintain the requisite assets, licenses, and approvals required under PRC laws, our business, financial condition, and results of operations may be materially and adversely affected.

Foreign investment and the internet industry in China are highly regulated by the PRC government, and numerous regulatory authorities of the central PRC government are empowered to issue and implement regulations governing various aspects of the internet industry. See “Item 4.B. Information on the Company—Business Overview—Regulation—Regulations Relating to Foreign Investments in Value-Added Telecommunications Businesses.” Our PRC subsidiaries and our consolidated affiliated entities are required to obtain and maintain certain assets relevant to their businesses as well as applicable licenses or approvals from different regulatory authorities in order to provide their current services. These assets and licenses are essential to the operation of our business and are generally subject to annual review by the relevant government authorities. Furthermore, our PRC subsidiaries and our consolidated affiliated entities may be required to obtain additional licenses. For instance, as we have launched various internet finance businesses, we are required to obtain and hold various licenses, permits, or approvals that are required for the provision of those internet finance services, and we may be required to obtain additional licenses, permits, or approvals in case we further expand our internet finance businesses in the future. See “Item 4.B. Information on the Company—Business Overview—Regulation—Regulations Relating to Internet finance.” However, we cannot assure you that we will obtain such licenses, permits, or approvals in a timely manner, or at all, due to complex procedural requirements and policies. If we fail to obtain or maintain any of the required assets, licenses, or approvals, our continued business operations in the internet industry may subject it to various penalties, such as confiscation of illegal net revenue, fines, and the discontinuation or restriction of our operations. Any such disruption in the business operations of our consolidated affiliated entities will materially and adversely affect our business, financial condition, and results of operations.

Risks Relating to Doing Business in China

Changes in China’s economic, political or social conditions, or government policies could materially and adversely affect our business and operations.

Substantially all of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations, and prospects may be influenced to a significant degree by political, economic, and social conditions in China generally and by continued yet slowing economic growth in China as a whole.

The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing

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down in recent years. Any adverse changes in economic conditions in China, in the policies of the PRC government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our business and operating results, lead to reduction in demand for our services and adversely affect our competitive position. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the PRC government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and operating results.

Uncertainties with respect to the PRC legal system could adversely affect us.

We conduct our business primarily through our PRC subsidiaries and our consolidated affiliated entities in China. Our operations in China are governed by PRC laws and regulations. Our significant PRC subsidiary, Vipshop China, is a foreign-invested enterprise subject to laws and regulations applicable to foreign investment in China and, in particular, laws applicable to foreign-invested enterprises. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.

In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.

Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until some time after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

The PRC government’s significant oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ADSs.

We conduct our business primarily in China. Our operations in China are governed by PRC laws and regulations. The PRC government has significant oversight and discretion over the conduct of our business, and may intervene in or influence our operations as the government deems appropriate to advance regulatory and social objectives and policy positions. The PRC government has recently published new policies that significantly affected certain industries and we cannot rule out the possibility that it will in the future release regulations or policies that directly or indirectly affect our industry or require us to seek additional permissions to continue our operations, which could result in a material adverse change in our operation and the value of our ADSs. Therefore, investors of our company and our business face potential uncertainty from actions taken by the PRC government affecting our business.

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Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Since our auditor is located in a jurisdiction where the PCAOB has been unable to fully conduct inspections without the approval of the local authorities, our auditor is not currently inspected by the PCAOB.

As a result, we and investors in our Class A ordinary shares or ADSs are deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of our auditors makes it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause investors and potential investors in our Class A ordinary shares or ADSs to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

The HFCAA was signed into law on December 18, 2020. The HFCAA states that if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection for the PCAOB for three consecutive years beginning in 2021, the SEC will prohibit our shares or ADSs from being traded on a national securities exchange or in the

over-the-counter

trading market in the United States. On December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements of the HFCAA, pursuant to which the SEC will identify an issuer as a “Commission Identified Issuer” if the issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for three consecutive years. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. The PCAOB identified our auditor as one of the registered public accounting firms that the PCAOB is unable to inspect or investigate completely. Therefore, we expect to be identified as a “Commission Identified Issuer” shortly after the filing of this annual report on Form 20-F.

Whether the PCAOB will be able to conduct inspections of our auditor before the issuance of our financial statements on Form

20-F

for the year ending December 31, 2023, which is due by April 30, 2024, or at all, is subject to substantial uncertainty and depends on a number of factors out of our, and our auditor’s, control. If our ADSs are prohibited from trading in the United States, there is no certainty that we will be able to list on a

non-U.S.

exchange or that a market for our ADSs will develop outside of the United States. Such a prohibition would substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our ADSs. Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, results of operations, and prospects.

On June 22, 2021, the U.S. Senate passed a bill, which would reduce the number of consecutive

non-inspection

years required for triggering the prohibitions under the HFCAA from three years to two. On February 4, 2022, the U.S. House of Representatives passed a bill, which contained, among other things, an identical provision. If this provision is enacted into law and the number of consecutive

non-inspection

years required for triggering the prohibitions under the HFCAA is reduced from three years to two, then our ADSs could be prohibited from trading in the United States in 2023.

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The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC persons or entities to obtain the approval of the CSRC prior to the overseas listing and trading of such special purpose vehicle’s securities. The interpretation and application of the regulations remain unclear, and our overseas offerings may ultimately require approval of the CSRC. If the CSRC approval is required, it is uncertain whether we can or how long it will take us to obtain the approval and, even if we obtain such CSRC approval, whether the approval could be rescinded. Any failure to obtain or delay in obtaining the CSRC approval for any of our overseas offerings, or a rescission of such approval if obtained by us, would subject us to sanctions imposed by the CSRC or other PRC government authorities, which could include fines and penalties on our operations in China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations.

On July 6, 2021, the relevant PRC government authorities issued Opinions on Strictly and Lawfully Cracking Down Illegal Securities Activities. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by overseas-listed China-based companies. As a

follow-up,

on December 24, 2021, the CSRC issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or the Draft Overseas Listing Provisions, and the CSRC issued the Administration Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or the Draft Filing Measures, for public comments.

The Draft Overseas Listing Provisions and the Draft Filing Measures propose to establish a new filing-based regime to regulate overseas offerings and listings by domestic companies. According to the Draft Overseas Listing Provisions and the Draft Filing Measures, an overseas offering and listing by a domestic company, whether directly or indirectly, must be filed with the CSRC. Specifically, the examination and determination of an indirect offering and listing will be conducted on a substance-over-form basis, and an offering and listing will be considered as an indirect overseas offering and listing by a domestic company if the issuer meets the following conditions: (i) the operating income, gross profit, total assets, or net assets of the domestic company in the most recent fiscal year was over 50% of the relevant line item in the issuer’s audited consolidated financial statement for that year, and (ii) senior management personnel responsible for business operations and management are mostly PRC citizens or are ordinarily resident in China, and the main place of business is in China. According to the Draft Filing Measures, the issuer or its affiliated domestic company, as the case may be, must file with the CSRC for its initial public offering,

follow-on

offerings, and other equivalent offering activities. Particularly, the issuer must submit the filing with respect to its initial public offering and listing within three business days after its initial filing of the listing application, and submit the filing with respect to its

follow-on

offerings within three business days after completion of the

follow-on

offerings. Failure to comply with the filing requirements may result in fines to the relevant domestic companies, suspension of their businesses, revocation of their business licenses and operation permits, and fines on the controlling shareholder and other responsible persons. The Draft Overseas Listing Provisions also sets forth certain regulatory red lines for overseas offerings and listings by domestic enterprises. For more details of the Draft Overseas Listing Provisions and the Draft Filing Measures, see “Regulation—Regulations Relating to Overseas Listing and M&A.”

As of the date of this annual report, the Draft Overseas Listing Provisions and the Draft Filing Measures were released for public comment only. There are uncertainties as to whether the Draft Overseas Listing Provisions and the Draft Filing Measures would be further amended, revised, or updated. Substantial

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uncertainties exist with respect to their enactment timetable and final content. As the CSRC may formulate and publish guidelines for filings in the future, the Draft Filing Measures does not provide for detailed requirements of the substance and form of the filing documents. In a Q&A released on its official website, a CSRC official indicated that the proposed new filing requirement will start with new companies and the existing companies seeking to carry out activities such as

follow-on

financing. With respect to other existing companies, the regulator will grant adequate transition period and apply separate arrangements. The Q&A also addressed the contractual arrangements and pointed out that if relevant domestic laws and regulations have been observed, companies with compliant VIE structure may seek overseas listing after completion of the CSRC filings. Nevertheless, it does not specify what qualify as compliant VIE structures and what relevant domestic laws and regulations are required to be complied with. Given the substantial uncertainties surrounding the latest CSRC filing requirements at this stage, we cannot assure you that we will be able to complete the filings and fully comply with the relevant new rules on a timely basis, if at all.

In addition, on December 27, 2021, the NDRC and the Ministry of Commerce jointly issued the Special Administrative Measures (Negative List) for Foreign Investment Access (2021 Version), or the 2021 Negative List, which took effect on January 1, 2022. Pursuant to the 2021 Negative List, if a domestic company engaging in prohibited businesses stipulated in the 2021 Negative List seeks an overseas offering and listing, it must obtain the approval from the competent government authorities. Besides, foreign investors of the company cannot be involved in the company’s operation and management, and their shareholding percentage must be subject to, mutatis mutandis, the relevant regulations on the domestic security investments by foreign investors. As the 2021 Negative List is relatively new, there remain substantial uncertainties as to the interpretation and implementation of these new requirements, and it is unclear as to whether and to what extent listed companies like us will be subject to these new requirements. If we are required to comply with these requirements and fail to do so on a timely basis, if at all, our business, financial condition, and results of operations may be materially and adversely affected.

Furthermore, we cannot assure you that new regulations or rules promulgated in the future will not impose additional requirements on us. If it is determined in the future that approval and filing from the CSRC or other government authorities or other procedures, including the cybersecurity review under the enacted version of the revised Cybersecurity Review Measures and the Draft Data Security Regulations, are required for our overseas offerings, it is uncertain whether we can or how long it will take us to obtain such approval or complete such filing procedures and any such approval or filing could be rescinded or rejected. Any failure to obtain or delay in obtaining such approval or completing such filing procedures for our overseas offerings, or a rescission of any such approval or filing if obtained by us, would subject us to sanctions by the CSRC or other PRC government authorities for failure to seek CSRC approval or filing or other government authorization for our overseas offerings. These government authorities may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our overseas offerings into China, or take other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our listed securities. The CSRC or other PRC government authorities also may take actions requiring us, or making it advisable for us, to halt our overseas offerings before settlement and delivery of the shares offered. Consequently, if investors engage in market trading or other activities in anticipation of and prior to settlement and delivery, they do so at the risk that settlement and delivery may not occur. In addition, if the CSRC or other government authorities later promulgate new rules or explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures for our prior overseas offerings, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, financial condition, results of operations, reputation, and the trading price of our listed securities.

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We may be adversely affected by the complexity, uncertainties, and changes in PRC regulation of internet-related businesses and companies, including

e-commerce

business.

The PRC government extensively regulates the internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the internet industry. These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainty. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violations of applicable laws and regulations. Issues, risks, and uncertainties relating to PRC regulation of the internet-related businesses include, but are not limited to, the following:

•

We only have contractual control over our Vipshop Online Platform and other platforms in China. We do not directly own our platform through our subsidiaries due to the restriction of foreign investment in businesses providing value-added telecommunication services in China, including internet content provision services. This may significantly disrupt our business, subject us to sanctions, compromise enforceability of related contractual arrangements, or have other harmful effects on us.

•

There are uncertainties relating to the regulation of the internet-related businesses in China, including evolving requirements for licenses and permits as well as the interpretation by the relevant authorities with regard to the laws and regulations. Some of our licenses, permits, or operations may be subject to challenge by the PRC government, or we may fail to obtain licenses or permits that may be deemed necessary for our operations or we may not be able to obtain or renew certain licenses or permits. For example, the live streaming service we offered to brands may require the License for Online Transmission of Audio-Visual Programs, and as of the date of this annual report, we have submitted an application for the record-filing in the “Information Management System for National Online Audio-Visual Platforms” for the live streaming service we offered to brands. There is, however, no assurance that such application will eventually be approved in a timely manner, or at all. In addition, our financial services may require the entity operating such services to hold the value-added telecommunication business operating licenses for internet content provision business and for online data processing and transaction processing (operating

e-commerce)

services from competent Communications Administration. If such licenses or permits are deemed necessary and we fail to maintain any of these required licenses or permits, we may be subject to various penalties, including fines and discontinuation of or restriction on our operations. Any such disruption in our business operations may have a material and adverse effect on our results of operations.

•

New laws and regulations may be promulgated to regulate internet-related businesses in China, including online retail businesses and internet finance businesses. Additional licenses or permits may be required for or stricter supervision may be imposed on our internet-related businesses. If our operations do not comply with these new laws and regulations after they become effective, or if we fail to obtain any licenses or permits required under these new laws and regulations, we could be subject to penalties. We cannot assure you that we will be able to obtain all licenses and permits required for internet-related businesses in a timely manner, or at all.

As the

e-commerce

industry is still evolving in China, new laws and regulations may be adopted from time to time to address new issues that arise from time to time. In August 2018, the Standing Committee of the National People’s Congress promulgated the

E-Commerce

Law, which became effective on January 1, 2019. The

E-Commerce

Law imposes a number of new requirements and obligations on

e-commerce

platform operators. Failure to comply with the relatively new regulatory requirements may have a material adverse impact on our business and results of operations. As no detailed interpretation and implementation rules have been promulgated, it remains uncertain how the newly adopted

E-Commerce

Law will be interpreted and implemented. See “Item 4.B. Information on the Company—Business Overview—Regulation—Regulations Relating to

E-Commerce.”

We have adopted a series of measures to comply with such requirements under the

E-Commerce

Law. We cannot assure you, however, that our current business operations meet the requirements under the

E-Commerce

Law in all respects. If the PRC governmental authorities determine that we are not in

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compliance with all the requirements under the

E-Commerce

Law and other applicable laws and rules, we may be subject to fines and/or other sanctions.

The interpretation and application of existing PRC laws, regulations, and policies and possible new laws, regulations, or policies relating to the internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of internet businesses in China, including our business. We cannot assure you that we have obtained all the permits or licenses required for conducting our business in China or will be able to maintain our existing licenses or obtain any new licenses required under any new laws or regulations. There are also risks that we may be found to violate the existing or future laws and regulations given the uncertainty and complexity of China’s regulation of internet-related businesses.

Regulation and censorship of information disseminated over the internet in China may adversely affect our business, and we may be liable for content that is displayed on our platforms.

China has enacted laws and regulations governing internet access and the distribution of products, services, news, information, audio-video programs, and other content through the internet. The PRC government has prohibited the distribution of information through the internet that it deems to be in violation of PRC laws and regulations. In November 2016, China promulgated the Cyber Security Law, which came into effect on June 1, 2017, to protect cyberspace security and order. Cyber Security Law tightens control of cyber security and sets forth various security protection obligations for network operators. If any of our internet content were deemed by the PRC government to violate any content restrictions, we would not be able to continue to display such content and could become subject to penalties, including confiscation of illegal gains, fines, suspension of business, and revocation of required licenses, which could materially and adversely affect our business, financial condition, and results of operations. We may also be subject to potential liability for any unlawful actions of our customers or users of our platforms or for content we distribute that is deemed inappropriate. It may be difficult to determine the type of content that may result in liability to us, and if we are found to be liable, we may be prevented from operating our platform in China.

Fluctuations in exchange rates may materially and adversely affect our results of operations and the value of your investment.

The value of Renminbi against U.S. dollars and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions in China and by China’s foreign exchange policies. The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. Renminbi has fluctuated against U.S. dollars, at times significantly and unpredictably. The value of Renminbi against U.S. dollars and other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange policies, among other things. We cannot assure you that Renminbi will not appreciate or depreciate significantly in value against U.S. dollars in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future.

All of our total net revenues and most of our expenses are denominated in Renminbi. Any significant revaluation of Renminbi may materially and adversely affect our revenues, earnings, and financial position, and the value of, and any dividends payable on, our ADSs. For example, an appreciation of Renminbi against U.S. dollars would reduce the amount of Renminbi we would receive if we need to convert U.S. dollars into Renminbi. Conversely, a significant depreciation of Renminbi against U.S. dollars may significantly reduce the U.S. dollar equivalent of our earnings, which in turn could adversely affect the price of our ADSs.

Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and

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effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency. As a result, fluctuations in exchange rates may materially and adversely affect the value of your investment.

Government control of currency conversion may limit our ability to utilize our revenue effectively and affect the value of your investment.

The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenue in Renminbi. Under our current corporate structure, our Cayman Islands holding company primarily relies on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade- and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our PRC subsidiaries in China may be used to pay dividends to our company. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currencies and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiaries and consolidated affiliated entities to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.

We principally rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our PRC subsidiaries to make payments to us could materially and adversely affect our ability to conduct our business.

We are a Cayman Islands holding company and we rely principally on dividends and other distributions on equity from our PRC subsidiaries for our cash requirements, including for services of any debt we may incur. Our subsidiaries’ ability to distribute dividends is based upon their distributable earnings which are mainly derived from the payments for products and services from our consolidated affiliated entities. Current PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries and our consolidated affiliated entities is required to set aside at least 10% of its

after-tax

profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entities in China may further set aside a portion of its

after-tax

profits to fund the employee welfare fund and for other purposes at the discretion of its board of directors. These reserves are not distributable as cash dividends. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any limitation on the ability of our PRC subsidiaries to distribute dividends or other payments to their respective shareholders could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business.

PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of our debt and equity offerings to make loans or additional capital contributions to our PRC subsidiaries in China.

Any funds we transfer to our PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration or filing with relevant government authorities in China.

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According to the relevant PRC regulations on foreign-invested enterprises, capital contributions to our PRC subsidiaries are subject to the requirement of making necessary filings in the Foreign Investment Comprehensive Management Information System and registration with a local bank authorized by SAFE. Any foreign loan procured by our PRC subsidiaries is required to be registered or filed with SAFE or its local branches or satisfy relevant requirements as provided in the Circular on Further Promoting the Facilitation of Cross-Border Trade and Investment, or the SAFE Circular 28. Any medium- or long-term loan to be provided by us to our consolidated affiliated entities must be approved by the NDRC and the SAFE or its local branches. We may not obtain these government approvals or complete such registrations on a timely basis, if at all, with respect to future capital contributions or foreign loans by us to our PRC subsidiaries. If we fail to receive such approvals or complete such registration, our ability to use the proceeds of our debt and equity offerings and to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business. There is no statutory limit in effect on the amount of capital contribution that we can make to our PRC subsidiaries, provided that the PRC subsidiaries complete the relevant filing and registration procedures. With respect to loans to the PRC subsidiaries by us, (i) if the relevant PRC subsidiaries adopt the traditional foreign exchange administration mechanism, the outstanding amount of the loans shall not exceed the difference between the total investment and the registered capital of the PRC subsidiaries; and (ii) if the relevant PRC subsidiaries adopt the mechanism as provided in the Notice of the People’s Bank of China on Matters concerning the Macro-Prudential Management of Full-Covered Cross-Border Financing issued by the People’s Bank of China on January 12, 2017, or the People’s Bank of China Notice No. 9, the outstanding amount of the loans shall not exceed 200% of the net asset of the relevant PRC subsidiary.

Furthermore, pursuant to the People’s Bank of China Notice No. 9, after an

one-year

transition period following its promulgation, SAFE and the People’s Bank of China will determine the cross-border financing regulatory regime for foreign-invested enterprises after evaluating the overall implementation of PBOC Notice No. 9. As of the date of this annual report, neither SAFE nor the People’s Bank of China had promulgated and made public any legislations in this regard. There are uncertainties relating to the future regime to be adopted and any limitation to be imposed on us when providing loans to our PRC subsidiaries. If a more stringent foreign debt regulatory regime would be imposed, our ability to provide loans to our PRC subsidiaries or our consolidated affiliated entities may be significantly limited, and our business, financial condition, and results of operations may be adversely affected.

Under the current SAFE rules as of the date of this annual report, we are required to apply Renminbi funds converted from the net proceeds we received from our public offerings of equity securities within the business scopes of our PRC subsidiaries. Although SAFE launched a nationwide reform of the administration of the settlement of the foreign exchange capitals of foreign-invested enterprises in 2015 to allow foreign-invested enterprises to settle their foreign exchange capital at their discretion and further relaxed its rules in 2016 to allow foreign-invested enterprises (excluding financial institutions) to go through foreign exchange settlement formalities for their foreign debts at their discretion, the current SAFE rules continue to prohibit foreign-invested enterprises from using Renminbi converted from their foreign exchange capitals for expenditure beyond their business scopes as approved by the PRC government authorities. Moreover, the current SAFE rules continue to prohibit foreign-invested enterprises from using Renminbi converted from their registered capitals to provide loans to persons other than affiliates unless otherwise permitted under its business scope. Any violations of such SAFE rules may result in severe monetary or other penalties. There can be no assurance that SAFE would further relax its rules on the settlement of foreign exchange capitals of foreign-invested enterprises, and our ability to transfer to and use in China the net proceeds from our public offerings of equity securities may continue to be significantly limited, which may adversely affect our business, financial condition, and results of operations. On October 23, 2019, SAFE promulgated the SAFE Circular 28. The SAFE Circular 28 allows all foreign-invested enterprises (including those without an investment business scope) to utilize and convert their foreign exchange capital for making equity investment in China if certain requirements prescribed therein are satisfied. However, as the SAFE Circular 28 was newly promulgated, uncertainties still exist in relation to its interpretation and implementation. See “Item 4.B. Information on the Company—Business Overview—Regulation—Regulations Relating to Foreign Currency Exchange and Dividend Distribution.”

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Certain PRC regulations may make it more difficult for us to pursue growth through acquisitions.

Among other things, the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors adopted by six PRC regulatory agencies in 2006 and amended in 2009, and certain other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some instances that the anti-monopoly law enforcement agency be notified in advance of any

change-of-control

transaction in which a foreign investor takes control of a PRC domestic enterprise. Moreover, the Anti-Monopoly Law, which was promulgated by the Standing Committee of the National People’s Congress, on August 30, 2007 and became effective on August 1, 2008, and its relevant regulations, such as the Rules of the State Council on Declaration Threshold for Concentration of Undertakings, require that transactions which are deemed concentrations and involve parties with specified turnover thresholds (for example, during the previous fiscal year, (i) the total global turnover of all operators participating in the transaction exceeds RMB10 billion and at least two of these operators each had a turnover of more than RMB400 million within China, or (ii) the total turnover within China of all the operators participating in the concentration exceeded RMB2 billion and at least two of these operators each had a turnover of more than RMB400 million within China) must be cleared by the anti-monopoly enforcement agency of the State Council before they can be completed. We believe that the turnover of acquired business of Lefeng in 2013 is less than RMB400 million within China and have not sought clearance from the Ministry of Commerce, but we cannot assure you that the Ministry of Commerce will not take a view contrary to ours.

In addition, the Circular of the General Office of the State Council on the Establishment of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors that became effective on March 3, 2011, and the Rules on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors issued by the Ministry of Commerce that became effective on September 1, 2011, require acquisitions by foreign investors of PRC companies engaged in military-related or certain other industries that are crucial to national security be subject to security review before consummation of any such acquisition. We may pursue potential strategic acquisitions that are complementary to our business and operations. Complying with the requirements of these regulations to complete such transactions could be

time-consuming,

and any required approval processes, including obtaining approval or clearance from the Ministry of Commerce, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

PRC regulations relating to the establishment of offshore holding companies by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.

On July 4, 2014, SAFE has promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37. SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities) to register with local branches of SAFE in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future.

Under SAFE Circular 37, PRC residents who make, or have made prior to the implementation of SAFE Circular 37, direct or indirect investments in offshore special purpose vehicles will be required to register such investments with SAFE or its local branches. In addition, any PRC resident who is a direct or indirect shareholder of a special purpose vehicle, is required to update its filed registration with the local branch of SAFE with respect to that special purpose vehicle, to reflect any material change. Moreover, any subsidiary of such special purpose vehicle in China is required to urge the PRC resident shareholders to update their registration with the local branch of SAFE. If any PRC shareholder of such special purpose vehicle fails to make the required

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registration or to update the previously filed registration, the subsidiary of such special purpose vehicle in China may be prohibited from distributing its profits or the proceeds from any capital reduction, share transfer or liquidation to the special purpose vehicle, and the special purpose vehicle may also be prohibited from making additional capital contribution into its subsidiary in China. On February 28, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, which became effective on June 1, 2015. Under such notice, applications for foreign exchange registration of inbound foreign direct investment and outbound overseas direct investment, including those required under SAFE Circular 37, will be filed with qualified banks instead of SAFE. The qualified banks will directly examine the applications and accept registrations under the supervision of SAFE.

All of our shareholders that we are aware of being subject to the SAFE regulations have completed all necessary registrations with the local SAFE branch or qualified banks as required by SAFE Circular 37 by the end of 2020. We cannot assure you, however, that all of these individuals may continue to make required filings or updates on a timely manner, or at all. We can provide no assurance that we are or will in the future continue to be informed of identities of all PRC residents holding direct or indirect interest in our company. Any failure or inability by such individuals to comply with the SAFE regulations may subject us to fines or legal sanctions, such as restrictions on our cross-border investment activities or our PRC subsidiaries’ ability to distribute dividends to, or obtain foreign exchange-denominated loans from, our company or prevent us from making distributions or paying dividends. As a result, our business operations and our ability to make distributions to you could be materially and adversely affected.

Furthermore, as these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended, and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

Failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

In December 2006, the People’s Bank of China promulgated the Administrative Measures of Foreign Exchange Matters for Individuals, which set forth the respective requirements for foreign exchange transactions by individuals (both PRC or

non-PRC

citizens) under either the current account or the capital account. In January 2007, SAFE issued implementing rules for the Administrative Measures of Foreign Exchange Matters for Individuals, which, among other things, specified approval requirements for certain capital account transactions such as a PRC citizen’s participation in the employee stock ownership plans or stock option plans of an overseas publicly-listed company. In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans of Overseas Publicly-Listed Companies. Under these rules, PRC residents who participate in stock incentive plan in an overseas publicly-listed company are required to register with SAFE or its local branches and complete certain other procedures. Participants of a stock incentive plan who are PRC residents must retain a qualified PRC agent, which could be a PRC subsidiary of such overseas publicly-listed company or another qualified institution selected by such PRC subsidiary, to conduct SAFE registration and other procedures with respect to the stock incentive plan on behalf of its participants. Such participants must also retain an overseas entrusted institution to handle matters in connection with their exercise of stock options, the purchase and sale of corresponding stocks or interests and fund transfers. In addition, the PRC agent is required to amend SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agent or the overseas entrusted institution or other material changes.

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We and our PRC resident employees who participate in the employee stock incentive plans, which we adopted in March 2011, March 2012, and July 2014, respectively, have been subject to these regulations since our company became a publicly-listed company in the United States in March 2012. We have been assisting our PRC option grantees to complete the required registrations and procedures on a quarterly basis. If we or our PRC option grantees fail to comply with these regulations, we or our PRC option grantees may be subject to fines and other legal or administrative sanctions. See “Item 4.B. Information on the Company—Business Overview—Regulation—Regulations Relating to Foreign Currency Exchange and Dividend Distribution—Stock Incentive Plans.”

We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their

non-PRC

holding companies.

On February 3, 2015, the PRC State Taxation Administration, or STA, issued a Public Notice Regarding Certain Enterprise Income Tax Matters on Indirect Transfer of Properties by

Non-Tax

Resident Enterprises, or STA Public Notice 7. In December 2017, Article 13 and Paragraph 2 of Article 8 of STA Public Notice 7 were abolished. Pursuant to STA Public Notice 7, as amended, in the event that a

non-PRC

resident enterprise indirectly transfers equities and other properties of a PRC resident enterprise to evade its obligation of paying enterprise income tax by implementing arrangements that are not for reasonable commercial purpose, such indirect transfer shall be

re-identified

and recognized as a direct transfer of equities and other properties of the PRC resident enterprise. Although STA Public Notice 7 introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market, it brought challenges to both offshore transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets. Where a

non-PRC

resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an offshore holding company, which is an Indirect Transfer, the

non-PRC

resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transfer to the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the offshore holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to enterprise income tax in China, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold applicable taxes currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

We face uncertainties as to the reporting and other implications of past and future private equity financing transactions, share exchange or other transactions involving transfer of shares in our company by investors that are

non-PRC

resident enterprises, or sale or purchase of shares in other

non-PRC

resident companies or other taxable assets by us. Our company may be subject to filing obligations or taxed if our company is transferor in such transactions, and may be subject to withholding obligations if our company is transferee in such transactions, under STA Public Notice 7. For transfer of shares in our company by investors that are

non-PRC

resident enterprises, our PRC subsidiaries may be requested to assist in the filing under STA Public Notice 7. As a result, we may be required to expend valuable resources to comply with STA Public Notice 7 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

Although it appears that STA Public Notice 7 is not intended to apply to purchase and sale of shares of publicly traded companies in the open market, STA Public Notice 7 may be determined by the tax authorities to be applicable to us in our acquisition of equity interests in companies such as Lefeng and Ovation, and our

non-resident

shareholders who acquired our shares outside of the open market and subsequently sell our shares in our private financing transactions or in the open market if any of such transactions were determined by the tax authorities to lack reasonable commercial purpose. As a result, we and our

non-PRC

resident investors may become at risk of being taxed under STA Public Notice 7 and may be required to expend valuable resources to

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comply with STA Public Notice 7 or to establish that we should not be taxed under STA Public Notice 7, which may have a material adverse effect on our financial condition and results of operations or such

non-resident

shareholders’ investments in us.

It may be difficult for overseas regulators to conduct investigation or collect evidence within China.

Shareholder claims or regulatory investigation that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. While detailed interpretation of or implementation rules under Article 177 of the PRC Securities Law have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

It is unclear whether we will be considered a PRC “resident enterprise” under the PRC Enterprise Income Tax Law and, depending on the determination of our PRC “resident enterprise” status, our global income may be subject to the 25% PRC enterprise income tax, which could materially and adversely affect our results of operations.

Under the PRC Enterprise Income Tax Law, which became effective in January 2008 and was amended on February 24, 2017 and December 29, 2018, and its implementation rules, an enterprise established outside of the PRC with a “de facto management body” within China is considered a PRC resident enterprise and will be subject to enterprise income tax at the rate of 25% on its global income. The implementation rules of the PRC Enterprise Income Tax Law define the term “de facto management bodies” as “establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc., of an enterprise.” On April 22, 2009, STA issued the Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or STA Circular 82, which was partially amended by Announcement on Issues concerning the Determination of Resident Enterprises Based on the Standards of Actual Management Institutions issued by STA on January 29, 2014, and further partially amended by Decision on Issuing the Lists of Invalid and Abolished Tax Departmental Rules and Taxation Normative Documents issued by STA on December 29, 2017. STA Circular 82, as amended, provides certain specific criteria for determining whether the “de facto management body” of a Chinese-controlled offshore-incorporated enterprise is located in China. Further, STA Circular 82 states that certain Chinese-controlled enterprises will be classified as “resident enterprises” if the following are located or resident in China: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, company seal, and minutes of board meetings and shareholders’ meetings; and half or more of the senior management or directors having voting rights. In addition, STA issued the Bulletin on Promulgation of the Administrative Measures for Income Tax of Chinese-Controlled Offshore-Incorporated Resident Enterprises (Trial Implementation) on July 27, 2011, effective from September 1, 2011 and partially amended on April 17, 2015, June 28, 2016, and June 15, 2018, or STA Bulletin 45, providing more guidance on the implementation of STA Circular 82. STA Bulletin 45 clarifies matters including resident status determination, post-determination administration and competent tax authorities. See “Item 4.B. Information on the Company—Business Overview—Regulations—Regulations Relating to Tax—Enterprise Income Law.” Although both STA Circular 82 and STA Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the determining criteria set forth in STA Circular 82 and STA Bulletin 45 may reflect STA’s general position on how the “de

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facto management body” test should be applied in determining the tax resident status of all offshore enterprises, regardless of whether they are controlled by PRC enterprises or individuals. In addition to the uncertainty regarding how the new resident enterprise classification may apply, it is also possible that the rules may change in the future, possibly with retroactive effect. Although we do not believe that our legal entities organized outside of the PRC constitute PRC resident enterprises, it is possible that the PRC tax authorities could reach a different conclusion. In such case, we may be considered a PRC resident enterprise and may therefore be subject to enterprise income tax at 25% on our global income as well as PRC enterprise income tax reporting obligations. If we are considered a PRC resident enterprise and earn income other than dividends from our PRC subsidiaries, a 25% enterprise income tax on our global income could significantly increase our tax burden and materially and adversely affect our cash flow and profitability.

Dividends and/or interest payable to our foreign investors and gains on the sale of our ADSs or ordinary shares or notes by our foreign investors may become subject to taxes under PRC tax laws.

Under the PRC Enterprise Income Tax Law, as amended, and its implementation regulations issued by the PRC State Council, a 10% PRC withholding tax is applicable to dividends and/or interest payable to investors that are

non-PRC

resident enterprises, which do not have an establishment or place of business in China or which have such establishment or place of business but the dividends and/or interest are not effectively connected with such establishment or place of business, to the extent such dividends and/or interest are derived from sources within China. Similarly, any gain realized on the transfer of ADSs or ordinary shares or notes by such investors is also subject to PRC tax at a rate of 10%, subject to any reduction or exemption set forth in relevant tax treaties, if such gain is regarded as

PRC-sourced

income. If we are deemed a PRC resident enterprise, dividends and/or interest paid on our ordinary shares or ADSs or notes, and any gain realized from the transfer of our ordinary shares or ADSs or notes, would be treated as

PRC-sourced

income and would as a result be subject to PRC taxation. See “Item 4.B. Information on the Company—Business Overview—Regulation—Regulations Relating to Tax—Enterprise Income Tax.” Furthermore, if we are deemed a PRC resident enterprise, dividends and/or interest payable to investors that are

non-PRC

individual investors and any gain realized on the transfer of ADSs or ordinary shares or notes by investors may be subject to PRC tax at a rate of 20%, subject to any reduction or exemption set forth in applicable tax treaties. It is unclear whether, if we are considered a PRC resident enterprise, holders of our ADSs or ordinary shares or notes would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas (although we do not expect to withhold at treaty rates if any withholding is required). If dividends and/or interest payable to our

non-PRC

investors, or gains from the transfer of our ordinary shares or ADSs or notes by such investors are subject to PRC tax, the value of your investment in our ordinary shares or ADSs or notes may be adversely affected.

The enforcement of the Labor Contract Law and other labor-related regulations in China may adversely affect our business and our results of operations.

On June 29, 2007, the Standing Committee of the National People’s Congress enacted the Labor Contract Law, which became effective on January 1, 2008 and was amended on December 28, 2012. The Labor Contract Law introduces specific provisions related to fixed-term employment contracts, part-time employment, probation, consultation with labor union and employee assemblies, employment without a written contract, dismissal of employees, severance, and collective bargaining, which together represent enhanced enforcement of labor laws and regulations. According to the Labor Contract Law, an employer is obliged to sign a

non-fixed-term

labor contract with any employee who has worked for the employer for ten consecutive years. Further, if an employee requests or agrees to renew a fixed-term labor contract that has already been entered into twice consecutively, the resulting contract must have a

non-fixed

term, with certain exceptions. The employer must pay severance to an employee where a labor contract is terminated or expires, with certain exceptions. In addition, the government has continued to introduce various new labor-related regulations after the effectiveness of the Labor Contract Law. Among other things, it is required that annual leave ranging from five to 15 days be made available to employees and that the employee be compensated for any untaken annual leave days in the amount of three times of the employee’s daily salary, subject to certain exceptions. As a result of these new regulations

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designed to enhance labor protection and increasing labor costs in China, our labor costs are expected to increase. In addition, as the interpretation and implementation of these new regulations are still evolving, we cannot assure you that our employment practice will at all times be deemed in compliance with the new regulations. If we are subject to severe penalties or incur significant liabilities in connection with labor disputes or investigations, our business and results of operations may be adversely affected.

Our failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.

Companies operating in China are required to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations. We have not made adequate employee benefit payments as required under applicable PRC labor laws for some of our employees. In addition, we engage third-party human resources agencies to make social insurance and/or housing fund contributions for some of our employees, and there is no assurance that such third-party agencies will make such contributions in full in a timely manner, or at all. Our failure in making contributions to various employee benefit plans and in complying with applicable PRC labor-related laws may subject us to late payment penalties. If we are subject to such penalties in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected.

Risks Relating to Our Ordinary Shares and ADSs

The market price for our ADSs has fluctuated and may be volatile.

Since we first listed our ADSs on the New York Stock Exchange, or NYSE, on March 23, 2012, the trading prices of our ADSs have been and may continue to be subject to wide fluctuations. In 2021, the trading prices of our ADSs on NYSE have ranged from US$7.48 to US$46.0 per ADS, and the last reported trading price on April 26, 2022 was US$6.81 per ADS.

The market price for our ADSs is likely to be highly volatile and subject to wide fluctuations in response to factors including the following:

•

actual or anticipated fluctuations in our quarterly results of operations and changes of our expected results;

•

announcements by us or our competitors of new services, acquisitions, strategic relationships, joint ventures or capital investments;

•

additions to or departures of our senior management personnel;

•

detrimental negative publicity about us, our competitors or our industry;

•

changes in financial estimates by securities research analysts;

•

regulatory developments affecting us, our brand partners or our industry;

•

changes in the economic performance or market valuations of other internet,

e-commerce

or online retail companies in China;

•

changes in major business terms between our brand suppliers and us;

•

fluctuations of exchange rates between the Renminbi and the U.S. dollar;

•

release or expiry of

lock-up

or other transfer restrictions on our outstanding shares or ADSs; and

•

sales or perceived potential sales of additional equity securities or ADSs.

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of any particular company. The securities of some

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China-based, U.S.-listed companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of the securities of these companies after their offerings may affect the attitudes of investors toward China-based, U.S.-listed companies, which consequently may impact the trading performance of our ADSs, regardless of our actual operating performance. Furthermore, some negative news and perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure including the use of variable interest entities or other matters of other China-based, U.S.-listed companies have negatively affected the attitudes of investors towards China-based, U.S.-listed companies, including us, in general in the past, regardless of whether we have engaged in any inappropriate activities, and any news or perceptions with a similar nature may continue to negatively affect us in the future. These market fluctuations may also materially and adversely affect the market price of our ADSs.

Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our ADSs for return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our ADSs as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our ADSs will likely depend entirely upon any future price appreciation of our ADSs. There is no assurance that our ADSs will appreciate in value or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs.

Substantial future sales or perceived potential sales of our ADSs, ordinary shares, or other equity securities in the public market could cause the price of our ADSs to decline.

Sales of our ADSs, ordinary shares or other equity securities in the public market, or the perception that these sales could occur, could cause the market price of our ADSs to decline. As of the date of this annual report, we have a total of 138,730,394 Class A and Class B ordinary shares issued, of which 131,215,880 shares are outstanding, including 93,517,801 Class A ordinary shares represented by ADSs. All ADSs representing our Class A ordinary shares are freely transferable by persons other than our “affiliates” without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act.

Certain holders of our Class A ordinary shares have the right to cause us to register under the Securities Act the sale of their shares. Registration of these shares under the Securities Act would result in ADSs representing these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. Sales of these registered shares in the form of ADSs in the public market could cause the price of our ADSs to decline.

You may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise your right to vote.

Except as described in this annual report and in the deposit agreement, holders of our ADSs will not be able to exercise voting rights attached to ordinary shares represented by our ADSs on an individual basis. Holders of our ADSs will appoint the depositary or its nominee as their representative to exercise the voting rights attached

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to ordinary shares represented by the ADSs. Upon receipt of your voting instructions, the depositary will vote the underlying ordinary shares in accordance with these instructions. See “Item 10.B. Additional Information—Memorandum and Articles of Association—Ordinary Shares—Voting Rights.”

We cannot assure you that you will receive the voting materials in time to instruct the depositary to vote the ordinary shares underlying your ADSs, and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will as a result not have the opportunity to exercise a right to vote. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. Although you may directly exercise your right to vote by withdrawing the ordinary shares underlying your ADSs, you may not be able to do so, on a timely basis or at all, to allow you to vote with respect to any specific matter.

Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings, and you may not receive cash dividends if it is impractical to make them available to you.

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available to you in the United States unless we register both the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. Under the deposit agreement, the depositary will not make rights available to you unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act or exempt from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause a registration statement, if filed, to be declared effective. There might not be an exemption from registration under the Securities Act available to us for our rights offering. Accordingly, you may be unable to participate in our rights offerings and may experience dilution in your holdings.

The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property to you.

You may be subject to limitations on transfer of your ADSs.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or government body, or under any provision of the deposit agreement, or for any other reason.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against us or our directors and officers named in the annual report based on foreign laws.

We are incorporated in the Cayman Islands and conduct substantially all of our operations in China through our PRC subsidiaries and consolidated affiliated entities. Substantially all of our directors and officers reside outside the United States and a substantial portion of their assets are located outside of the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these individuals, to bring an action against us or these individuals in the United States, or to enforce against us or

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them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

The United States and the Cayman Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of U.S. courts in civil and commercial matters and that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers, predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers, predicated upon the securities laws of the United States or any state in the United States. A judgment obtained in any federal or state court in the United States will be recognized and enforced in the courts of the Cayman Islands at common law, without any

re-examination

of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is final and conclusive, (iv) is not in respect of taxes, a fine or a penalty, and (v) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the United States courts under the civil liability provisions of the securities laws if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because the courts of the Cayman Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands.

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our director and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Our memorandum and articles of association contain anti-takeover provisions that could adversely affect the rights of holders of our ordinary shares and ADSs.

Our currently effective amended and restated memorandum and articles of association contain certain provisions that could limit the ability of third parties to acquire control of our company, including a provision that grants authority to our board directors to establish from time to time one or more series of preferred shares without action by our shareholders and to determine, with respect to any series of preferred shares, the terms and rights of that series. The provisions could have the effect of depriving our shareholders of the opportunity to sell their shares at a premium over the prevailing market price by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transactions.

Our

co-founder,

chairman, and chief executive officer, Mr. Eric Ya Shen, has considerable influence over important corporate matters. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary

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shares. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes on all matters that are subject to shareholder vote. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Due to the disparate voting powers associated with our two classes of ordinary shares, as of March 31, 2022, Mr. Eric Ya Shen beneficially owned approximately 57.9% of the aggregate voting power of our company. As a result, Mr. Eric Ya Shen has considerable influence over matters such as electing directors and approving material mergers, acquisitions, or other business combination transactions, and he may take actions that are not in the best interest of us or our other shareholders. This concentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A ordinary shares and our ADSs of the opportunity to sell their shares at a premium over the prevailing market price. Any possible enforcement against such collateral could materially affect the influence of Mr. Eric Ya Shen over important corporate matters or the trading price of our ADSs.

We may be classified as a passive foreign investment company for United States federal income tax purposes, which could subject United States investors in our ADSs or Class A ordinary shares to significant adverse United States income tax consequences.

non-United

States corporation, such as our company, will be a passive foreign investment company, “PFIC,” for United States federal income tax purposes for any taxable year if either (a) 75% or more of its gross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. Depending upon the market price of our ADSs and the nature of our assets and income over time, we could be classified as a PFIC, for United States federal income tax purposes. Although the law in this regard is unclear, we treat our consolidated affiliated entities (and their subsidiaries) as being owned by us for United States federal income tax purposes, not only because we control their management decisions but also because we are entitled to substantially all of the economic benefits associated with these entities, and, as a result, we combine these entities’ operating results in our consolidated financial statements. If it were determined, however, that we are not the owner of any of our consolidated affiliated entities (or their subsidiaries) for United States federal income tax purposes, we would likely be treated as a PFIC for the current taxable year or any future taxable year.

Assuming that we are the owner of our consolidated affiliated entities (and their subsidiaries) for United States federal income tax purposes, and based upon our income and assets and the market price of our ADSs, we do not believe that we were a PFIC for the taxable year ended December 31, 2021 and do not anticipate becoming a PFIC or in the foreseeable future. While we do not expect to become a PFIC, the determination of whether we will be or become a PFIC will depend in part upon the market price of our ADSs, which we cannot control. Among other matters, if our market capitalization declines, we may be a PFIC for the current or future taxable years. Recent fluctuations in the market price of our ADSs increased our risk of becoming a PFIC. The market price of our ADSs may continue to fluctuate considerably; consequently, we cannot assure you of our PFIC status for any taxable year. The determination of whether we are or will be a PFIC will also depend, in part, on the composition of our income and assets, which will be affected by how, and how quickly, we use our liquid assets. Because PFIC status is a factual determination made annually after the close of each taxable year, including ascertaining the fair market value of our assets and the character of each item of income we earn, we can provide no assurance that we will not be a PFIC for the current taxable year or any future taxable year.

If we were to be classified as a PFIC in any taxable year, a U.S. Holder (as defined in “Item 10.E. Additional Information—Taxation—United States Federal Income Tax Considerations”) would be subject to special rules generally intended to reduce or eliminate any benefits from the deferral of United States federal income tax that a U.S. Holder could derive from investing in a

non-United

States corporation that does not distribute all of its earnings on a current basis. Further, if we are classified as a PFIC for any year during which a U.S. Holder holds our ADSs or Class A ordinary shares, we generally will continue to be treated as a PFIC for all

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succeeding years during which such U.S. Holder holds our ADSs or Class A ordinary shares. For more information see “Item 10.E. Additional Information—Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Considerations.”

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance listing standards.

As a

non-U.S.

company with ADSs listed on NYSE, we are subject to the NYSE corporate governance listing standards. However, Section 303A.11 of the NYSE Listed Company Manual permits a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the NYSE rules. As we have chosen, and may from time to time to choose, to follow home country practice exemptions with respect to certain corporate matters, such as the requirement of shareholders’ approval for adoption of an equity incentive plan, our shareholders may be afforded less protection under Cayman Islands law than they would under the NYSE rules applicable to U.S. domestic issuers. See “Item 16G. Corporate Governance.”

We incurred increased costs as a result of being a public company, and we cannot predict or estimate the amount of additional future costs we may incur or the timing of such costs.

As a public company, we have incurred significant accounting, legal and other expenses that we did not incur when we were a private company, including additional costs associated with our public company reporting obligations. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by SEC and NYSE, requires significantly heightened corporate governance practices for public companies, including Section 404 relating to internal control over financial reporting. We ceased to be an “emerging growth company” pursuant to the JOBS Act in 2014, since which we have incurred significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of SEC.

In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, any adverse outcome of such cases, including any plaintiff’s appeal of a judgment in these lawsuits, could materially and adversely affect our business, financial condition, results of operation, cash flows and reputation. Furthermore, there can be no assurance that our insurance carriers will cover all or part of the defense costs, or any liabilities that may arise from these matters. We also may be subject to claims for indemnification related to these matters, and we cannot predict the impact that indemnification claims may have on our business, financial condition or results of operations. We were named as a defendant in two putative shareholder class action lawsuits filed in May and June 2015, respectively, which lawsuits were consolidated into one action and subsequently voluntarily dismissed without prejudice by the lead plaintiff on November 24, 2015.

ITEM 4.

INFORMATION ON THE COMPANY

A.	History and Development of the Company

Our Company

We are a holding company incorporated in the Cayman Islands and conduct our business through our subsidiaries and consolidated affiliated entities in China. We started our operations in August 2008 when our founders established Vipshop Information in China. In order to facilitate foreign investment in our company, our

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founders incorporated Vipshop Holdings Limited, an offshore holding company in Cayman Islands, in August 2010. In October 2010, Vipshop Holdings Limited established Vipshop International Holdings Limited, or Vipshop HK, a wholly-owned subsidiary, in Hong Kong. Subsequently, Vipshop HK established a wholly-owned PRC subsidiary, Vipshop China, in January 2011. Along with the growth of our mobile active customers and mobile service offerings, Vipshop China formed Guangzhou Pinwei Software Co., Ltd., or Pinwei Software, in 2012 as a research and development center to focus on our mobile product and solutions.

To support our regional business expansion, Vipshop China established a number of wholly-owned PRC subsidiaries that focus on warehousing and logistics as well as product procurement over the years since 2011. As of December 31, 2021, we mainly rely on the following five principal subsidiaries of Vipshop China for our business operations:

•

Vipshop (Jianyang)

E-Commerce

Co., Ltd., or Vipshop Jianyang;

•

Vipshop (Zhaoqing)

E-Commerce

Co., Ltd., or Vipshop Zhaoqing;

•

Chongqing Vipshop

E-Commerce

Co., Ltd., or Vipshop Chongqing;

•

Guangzhou Pinwei Software Co., Ltd., or Pinwei Software; and

•

Vipshop (Zhuhai)

E-Commerce

Co., Ltd., or Vipshop Zhuhai.

Foreign ownership of internet-based businesses is subject to significant restrictions under current PRC laws and regulations. The PRC government regulates internet access, the distribution of online information, and the operation of online commerce through strict business licensing requirements and other government regulations. We, as a Cayman Islands company, and our PRC subsidiary, Vipshop China, as a WFOE, are both restricted from holding the licenses that are necessary for our online operation in China. To comply with these restrictions, our Vipshop Online Platform is operated by our consolidated affiliated entities in China. As a result of our efforts to streamline our contractual arrangements among our consolidated affiliated entities during 2018, 2019, and 2020, Vipshop

E-Commerce

currently holds the primary licenses necessary to conduct our internet-related operations of Vipshop Online Platform in China. We face risks associated with our corporate structure, as our control over Vipshop

E-Commerce

is based upon contractual arrangements rather than equity ownership. See “Item 4.C. Information on the Company—Organizational Structure” and “Item 3.D. Key Information—Risk Factors—Risks Relating to Our Corporate Structure.”

See “Item 4.C. Information on the Company—Organizational Structure” for a diagram illustrating our corporate structure as of the date of this annual report.

From time to time, we have selectively acquired or invested in businesses that complement our existing business, and may continue to do so in the future to expand and develop our business. See “Item 4.B. Information on the Company—Business Overview—Strategic Investments and Acquisitions” for material strategic investments and acquisitions over the past three years.

Our principal executive offices are located at 128 Dingxin Road, Haizhu District, Guangzhou, Guangdong 510220, People’s Republic of China. Our telephone number at this address is +86 (20) 2233-0025. Our registered office in the Cayman Islands is located at the office of International Corporation Services Ltd., P.O. Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman

KY1-1106,

Cayman Islands. Our agent for service of process in the United States is Law Debenture Corporate Services Inc. located at 400 Madison Avenue, 4th Floor, New York, New York 10017. Our website is

https://www.vip.com

. The information on our websites should not be deemed to be part of this annual report. The SEC also maintains a website at

https://www.sec.gov

that contains reports, proxy, and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.

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B.	Business Overview

We pioneered an innovative “flash sales” model to reinvent how brands sell, and shoppers buy,

off-price

products. Through our thirteen years of dedicated operations in discount retail, we have grown to be an expert in the industry and established a large and growing base of loyal customers and brand partners. As of December 31, 2021, we had approximately 497.5 million registered members and approximately 232.8 million cumulative customers, collaborated with approximately 25,000 brand partners, and promoted and sold products for over 41,000 popular domestic and international brands. Our GMV increased by 16.1% from 165.0 billion in the 2020 to 191.5 billion in 2021.

With our dedicated operations in the discount retail industry and through our continuous innovations to stimulate customers’ excitement in their shopping experience, we have accumulated a large number of active customers and repeat customers. The total number of our active customers was 69.0 million, 83.9 million and 93.9 million in 2019, 2020, and 2021, respectively. The total number of our repeat customers was 55.0 million, 68.2 million and 77.7 million in 2019, 2020, and 2021, respectively, representing 79.7%, 81.3% and 82.8%, respectively, of the total number of active customers during the same periods. We also had 6.0 million active Super VIP customers in 2021.

We built our highly scalable and customized

e-commerce

infrastructure to serve the needs of flash sales and business innovations and to become more intelligent and efficient with every order. Our core competencies in merchandising, technology, fulfillment and customer service differentiate us from our competitors and serve as the pillars of our success.

Our Flash Sales Model

Flash sales embody characteristics of value, quality, and convenience that are well suited to brand-conscious consumers in China seeking quality goods at substantial discounts. We offer sales events daily with an

ever-changing

and curated selection of popular branded products at deeply discounted prices in limited quantities during limited time periods, inspiring our customers with a “thrilling and exciting” shopping experience. We optimize the brand portfolio and product mix of our daily sales events based on our strong merchandising expertise. As of December 31, 2021, we have offered diversified product offerings from over 41,000 popular domestic and international brands, including apparel for women, men, and children, handbags and shoes, cosmetics, mother and baby care products, home goods, and other lifestyle products. We offer products on our platform primarily through a consignment model. To foster customer confidence of purchasing high-quality products from our Vipshop Online Platform, we provide limited product quality insurance for our products.

We offer new sales events twice a day starting at 10 a.m. and 8 p.m. Beijing time, respectively. To provide our customers with a greater opportunity to purchase featured discounted products, each customer is only allowed to purchase limited pieces of the same item, depending on the categories.

We primarily offer flash sales events through our two prime traffic channels, Fengqiang and Kuaiqiang. Each item is available in limited quantities and remains on sale only while supplies last. The products we offer on Fengqiang are generally apparel-related products that come at a price 70% or more off the market retail price. Kuaiqiang, on the other hand, generally distributes standardized products that are between 10% to 70% off the market retail price.

Our Integrated Platform

Our Vipshop Online Platform

Through our user-friendly Vipshop Online Platform, we offer a curated selection of products and services for shoppers of varying age groups and income levels throughout China, so that they may shop branded products online easily. Our Vipshop Online Platform includes the Vipshop App, the

vip.com

website, and the Vipshop WeChat Mini-Program.

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Currently, the Vipshop App, available for mainstream mobile operating systems including iOS and Android, is our top portal of the Vipshop Online Platform in terms of GMV generated and the numbers of registered members, daily unique visitors, and monthly unique visitors. In 2017, we launched our Vipshop WeChat

Mini-Program,

which offers key features of our Vipshop App and allows users to access our platform directly through the WeChat App, one of the most widely used social networks in China. For the year ended December 31, 2021, GMV generated by our Vipshop App users accounted for 90% of our total online GMV.

We offer new sales events twice a day starting at 10 a.m. and 8 p.m. Beijing time, respectively. Each item is available in limited quantities and remains on sale only while supplies last. We plan our daily sales events in advance to offer a balanced and diversified mix of brands and products. We primarily offer flash sales events through our two prime traffic channels, Fengqiang and Kuaiqiang. To further enrich the shopping experience of our customers, we revived and upgraded various sales events on our platform in 2021, such as the Super Brand Day and the Today’s Top Brands. For our Super VIP members, we also added a dedicated membership store on the home page of our Vipshop App, and set the 28

day of every month as the Super VIP Sales Day.

We leverage a variety of channels on our Vipshop Online Platform to better organize our product offerings and help customers find their desired products. Specifically, we operate different channels for different kinds of branded products, such as womenswear, menswear, shoes and bags, sportswear, accessories, skincare and cosmetics, home appliance, and baby and maternity products. In addition, we have a Vipshop Outlet channel that offers well-known luxury or premium designer products at discounted price.

Our Vipshop Online Platform offers many user-friendly features that enhance customer experience. With the support of our big data analytics, artificial intelligence and cloud computing infrastructure, we have been gradually developing features to provide our users with search, personalized recommendation, live streaming, and other innovative functions that simulate

“in-store”

shopping experience.

Our Offline Initiatives

In addition to our Vipshop Online Platform, we operate a nationwide offline network consisting of Shan Shan Outlets and other offline retail stores to supplement our online business. Leveraging the extensive experience that we have amassed from our online platform operations, the offline stores offer popular branded products at discounts to cater to the preferences of consumers from different geographic locations. The offline stores enhance consumer experience through personalized recommendations and interactive services provided by sales staff, and generate customer traffic and data that in turn feed back to our online platform.

In July 2019, we acquired Shan Shan Outlets, a leading player in the offline outlet management industry in China, to gain presence in the offline outlet business. To continue our expansion into the offline business, we further acquired additional equity interests of 30.38% and 40% in Shanjing business management Co., Ltd. and Harbin Shan Shan Chunxiaqiudong Properties Co., Ltd in May and July 2020, respectively, and obtained control over these two entities. In December 2020, we made capital injection to Guiyang Shan Shan Guangda Outlets Plaza Co., Ltd. to acquire 60% equity interests and obtain control over this entity. In June 2021, we acquired 100% equity interests of Xuzhou Shan Shan Outlets Business Management Co., Ltd and obtained control over this entity. In September 2021, a third-party investor has agreed to acquire 20% equity interest in Xuzhou Shan Shan Outlets Business Management Co., Ltd by making a capital contribution of RMB60.0 million. As of December 31, 2021, a total of RMB16.0 million has been contributed by the third-party investor and the remaining amount is expected to be contributed based on the agreed schedule. As of December 31, 2021, Shan Shan Outlets operated 11 outlets in Ningbo, Taiyuan, Harbin, Zhengzhou, Nanchang, Ganzhou, Hengyang, Lanzhou, Urumchi, Shenyang, and Guiyang. We expect to open more outlets in other cities in the future.

We had 556 other offline retail stores in China as of December 31, 2021, comprising 261 Vipshop offline stores and 292 Vipmaxx offline stores, and three city outlets. Our city outlets are situated next to city centers, as compared with traditional outlets that are located in the suburbs, and provide consumers with easy access to

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quality products at low prices. We are still exploring different business models for our city outlet business. In December 2020, we opened our first city outlet in Hefei, Anhui province. We leased the outlet from property owners and operate it. In 2021, we opened two city outlets, including one in Nanjing, Jiangsu province, and another one in Hefei. We primarily provide commercial operation services to the property owners on the initial set-up and subsequent operation and management of these outlets, and we usually have profit sharing arrangements with them.

In 2021, most of our sales were generated through our Vipshop Online Platform and the sales through these offline outlets and stores were immaterial to our business. Sales generated from our Vipshop Online Platform accounted for 97%, 94%, and 93% of our GMV in 2019, 2020, and 2021, respectively.

Our Brand Partners

Since our inception in August 2008, we have attracted a broad and diverse group of brand partners. Our brand partners include primarily brand owners, and to a lesser extent, brand distributors and resellers. As of December 31, 2019, 2020, and 2021, we worked with over 18,000, 21,000, and 25,000 brand partners, respectively. None of the brands accounted for more than 3% of our total revenues in 2019, 2020, or 2021. We also collaborated with some brand partners to develop merchandise especially for our Vipshop Online Platform, or “Made for Vipshop,” to further differentiate our offerings. We believe that our ability to assist brands in effectively selling their inventory via various channels within our ecosystem and in meeting their demand for marketing, customer data analysis and inventory management will attract more new brand partners and build stronger ties with existing brand partners.

Brand Selection and Procurement

Brand Selection

We have implemented a strict and methodical brand selection process. Our merchandising team, which consisted of over 1,200 members as of December 31, 2021, is responsible for identifying potential qualified brands based on our selection guidelines. Leveraging the industry expertise of our merchandising team and our proprietary consumer insights, we carefully select prospective brand partners and choose to work only with those that are well-known and offer high-quality or premium products that are desirable among consumers in China, and that are willing to provide competitive prices and favorable terms of payment credit and product return. We generally select brands that have an established network of stores in major department stores or shopping malls in China. Once a potential brand is identified, we conduct due diligence reviews on its qualifications, including whether it holds the proper business operation licenses, safety, sanitary and quality certifications, trademark registration certificates, and license agreements in relation to the branded products. This review process helps to ensure that we maintain a portfolio of brands with high standards and good reputation that can meet our customers’ expectations.

We generally enter into agreements with our brand partners based on our standard form and seek to build long-term relationships with them. We regularly communicate with our brand partners to discuss the dates and product offerings for specific sales events, striving to achieve results that are beneficial to all parties involved. In most cases, we enter into annual framework agreements with our brand partners, with separate agreements for supplemental supply orders for each flash sales event.

In each agreement, a brand partner grants us authorization to market and sell products of a particular brand on our Vipshop Online Platform. In addition, we require our brand partners that contract with us to comply with our anti-bribery and anti-corruption policies.

Product Selection

Our key management team members have extensive experience and expertise in the retail industry. We also have a professional merchandising team that constantly optimizes our brand portfolio and product mix. Before

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each flash sales event, we consider and analyze historical data, fashion trends, seasonality, and customer feedback to project the volume of each particular product we should offer for the event. To maximize sales, we carefully plan our product mix to achieve a balanced and diversified product offering across different categories. We are able to select appealing products from a broad brand base, negotiate favorable terms with our brand partners, and occasionally secure unique products from certain brand partners that are, for a certain period of time, exclusively offered on our platform.

We utilize consumer insights through our customer relationship management and business intelligence systems to strategize our upcoming flash sales events to enhance the timeliness and relevancy of our product offerings. We also provide data analytics and insights to our brand partners through our merchant platform to help them improve their product development as well as sales and marketing strategies in order to optimize their sales efficiency and promote additional sales opportunities with us. In 2021, we collaborated with some of our brand partners to design “Made for Vipshop” products to further differentiate our offerings.

Inventory Management

We offer a comprehensive selection of products primarily through a consignment model. For brands we have established long-term relationships with, we typically do not pay any deposit on the products we purchase. For other brands, however, we generally pay a deposit ranging from 10% to 100% of the total price for each purchase order.

We generally have the right to return unsold items within a certain period after the end of a sales event. We typically pay for the purchase order in installments with the last installment paid upon full settlement of the unsold items or returned products we receive from customers. We typically do not have the right to return the unsold products to the brand partners of certain types of products, such as certain sporting goods, beauty products and cross-border products. For these products, we have been able to leverage our strong marketing expertise regarding customer preferences to achieve quick inventory turnover. Additionally, we can continue to sell any excess inventory through our offline stores.

We have implemented an inventory management system to manage the information related to our procurement plan, quality control upon receipt, stock maintenance, stock deliveries, sales invoicing, and sales recording. We use an enterprise resource planning (ERP) system to monitor and actively track sales data. This system helps us make timely adjustments to our procurement plan and minimize excess inventory.

Quality Control

In addition to our brand selection process, we have adopted stringent quality assurance and control procedures for products delivered through our logistics network. We inspect all products delivered to our logistics centers, rejecting or returning products that do not meet our quality standards or the purchase order specifications. We also inspect all products before shipment from our logistics centers to our customers. We believe that our strict brand selection process and quality control procedures enable us to continuously offer

high-quality

products and achieve greater customer satisfaction.

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Our Product and Service Offerings

Product Categories

We offer a broad spectrum of apparel, shoes and bags, skincare and cosmetics, home goods, and lifestyle products from desirable domestic and international brands. The following table illustrates our current product categories:


Product Category		Product Description
Womenswear		Women’s apparel, featuring a variety of styles for different age groups, including casual wear, jeans, dresses, outerwear, lingerie, pajamas, and maternity clothes.

Menswear		Men’s apparel, featuring a variety of styles for different age groups, including casual and smart-casual T-shirts, stylish polo shirts, jackets, pants, and underwear.

Sportswear and sporting goods		Sportswear, sports gear, and footwear for a range of sporting activities.

Shoes and bags		Shoes for women and men designed in a variety of styles, for both casual and formal occasions. Bags include purses, satchels, luggage, duffel bags, and wallets.

Baby and children products		Apparel, gear and accessories, furnishings and decor, toys and games for boys, girls, infants, and toddlers.

Skincare and cosmetics		High-quality, affordable, and premium skin care and cosmetic products, including cleansers, lotions, face and body creams, face masks, sunscreen, foundations, lipsticks, eye shadows, and other cosmetics-related items.

Home goods and other lifestyle products		Home goods with an extensive selection of home furnishings, including bed and bath products, home decor, kitchen and tabletop items, home appliances, and consumer electronic products.

Supermarkets		Food and snacks, beverages, fresh produce, and pet goods.

Pricing

We price products on our Vipshop Online Platform at significant discounts, typically ranging from 10% to 70% off the market retail price, which is one of the key elements of the “thrill and excitement” shopping experience that we create for our customers. Our attractive pricing is made possible by cost savings achieved primarily through volume discounts that we receive from our suppliers, particularly for

off-season

or slower-moving inventories, and less physical retail space and related overhead costs. Leveraging our focused discount retail model, we typically enjoy a meaningful pricing advantage when procuring branded merchandise. We also launch special promotional campaigns such as Brand Sales around April 19,

Mid-year

Sales promotion around June 16, Singles’ Day promotion around November 11, and Anniversary Sales campaign around December 8 each year.

Other Services

The significant scale of our business allows us to provide a variety of services to create additional value for our business partners and ultimately benefit our customers, including platform access service, promotional and advertising service, inventory and warehouse management service, logistics service, outlet management service,

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and membership service. Our internet finance offerings primarily consist of consumer financing and supplier financing services.

Our consumer financing service went live during the fourth quarter of 2015, providing our customers with credit solutions to facilitate their shopping with us. Our customers may take advantage of the competitive installment payment options available under Weipin Spend, our installment plan. Starting from 2019, we scaled back our internet finance business, which currently serves as a supporting function for our core online retail business. We primarily cooperate with banks and third-party consumer financing companies to provide consumer loans to our customers, and charge the banks and third-party consumer financing companies channel fees at certain percentages of the loan amounts.

Our developing supplier financing business targets our suppliers’ need of liquidity to facilitate our inventory procurement. Wei Yidai, our supplier financing service, efficiently and conveniently provides secured and unsecured financing to our suppliers.

Payment, Fulfillment and Return

Payment

We provide our customers with the flexibility to choose from a number of payment options. Our payment options include our Vipshop Payment service and payment through third-party online payment services, such as WeChat Pay and Alipay. In the year ended December 31, 2019, 2020, and 2021, approximately 97%, 100%, and 100% of our total online orders were collected through online payment services, of which WeChat Pay was used to process a significant portion of our total orders, and our Vipshop Payment service was used to process a meaningful portion of our total orders.

Fulfillment

We have established a logistics network and warehousing capacity with nationwide coverage. We have adopted a flexible logistics model supported by our robust and advanced warehouse management system. We work with top delivery companies with nationwide coverage, such as SF Express and Tongda Operators, to ensure reliable and timely delivery of our orders.

Logistics Network and Warehouse Management System

. Our logistics network consists of regional logistics hubs and local distribution centers. We have regional logistics hubs strategically deployed across China. We maintain local distribution centers to facilitate the distribution of standardized and frequently purchased products, and we have established several bonded warehouses in China to support our cross-border business.

Our automated warehouse management system enables us to closely monitor each step of the fulfillment process, from when a purchase order is confirmed with a brand partner, to when the products are stocked in our logistics centers, and eventually when the product is packaged and picked up for shipment to the customer. We have continuously focused on implementing new initiatives to refine our automated warehouse management system throughout our operations. For example, we have implemented the honeycomb system, an automated

goods-to-person

warehousing system well-suited for handling large quantities with high access speeds, in our South China, Southwest China, and East China logistics hubs to improve picking efficiency and accuracy of consumers’ orders. As we offer a curated selection of brands and products for each daily sale, our logistics centers and inventory management systems are also specifically designed to support the frequent sales events on our flash sales platform and a large volume of inventory turnover. In 2019, 2020, and 2021, we processed approximately 566.3 million, 692.4 million, and 786.6 million customer orders, respectively.

Since 2013, we have been implementing innovative solutions to further enhance our logistics efficiency. The

“just-in-time”

method, or JIT, allows some of our suppliers to not load inventories to our warehouses before

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the relevant products are put up for sale. Instead, the suppliers will load inventories to our warehouses only within a period of time after being notified when orders have been generated. Compared to the traditional bulk

load-in

and bulk

load-out

method, JIT enables us and our suppliers to increase the number of products offered on our platform and further diversify our product offerings. We process orders containing products from multiple suppliers in our mega-warehouses across China. Moreover, the “third-party logistics” method launched in 2013, or 3PL, allows some of our suppliers to lease vacant space of our warehouses to manage their supplies.

In 2019, we launched the JITX model which allows single-supplier orders from certain reliable brand partners to be shipped directly from the suppliers’ warehouses to the end customers. Since then, we have been gradually shifting towards the JITX model, which further improved our logistic efficiency.

Delivery Services

. We deliver orders placed on our Vipshop Online Platform to all areas in China through leading reputable third-party delivery companies with nationwide coverage, such as SF Express and Tongda Operators. In particular, in November 2019, we terminated our delivery service unit operated by a subsidiary of Pin Jun Tong, namely Pinjun. Upon termination of Pinjun’s delivery service unit, in November 2019, we entered into a cooperation agreement (which was subsequently supplemented in November, 2021) with SF Holding (which operates the SF Express business) to enhance our cooperation with SF Holding, and utilize its delivery services to optimize the efficiency of our logistics operations, decrease our fulfillment expenses, and provide our customers with superior delivery services. We expect SF Holding to deliver substantially all of our orders in the foreseeable future.

For luxury goods orders, we deliver the products with an “anti-tampering lock” device to further enhance customer trust.

We leverage our large-scale operations and reputation to obtain favorable contractual terms from third-party delivery companies. To reduce the risk of reliance on any single delivery company, we work with most of the major delivery companies in China. We regularly monitor and review the delivery companies’ service quality and their compliance with our contractual terms.

Return and Exchange Policy.

We currently offer our customers the right to return or exchange products purchased from our Vipshop Online Platform within seven days after receipt. Our customers can generally return products purchased on our platform within seven days of receipt of the products as long as the products are unused, unwashed, unworn, undamaged, and in their original packaging and original condition. To facilitate the return or exchange, and to enhance customer experience, we provide

door-to-door

collection and free return or exchange services without charging any service fee or warehousing fee. For the return of luxury products, the anti-tampering lock on the product must remain intact. For certain products that are available in other sizes, we also offer exchange services via SF Express.

Customer Service

We believe that our emphasis on customer service enhances our ability to maintain a large and loyal customer base and create a superior customer experience, encouraging repeat visits and purchases. We have a dedicated customer service team responsible for handling general customer inquiries and requests, assisting customers with their ordering process, investigating the status of orders, shipments and payments, resolving customer complaints, and providing other after-sales services. Our customers can contact customer service representatives through our customer service

e-mail,

real-time online chat, or our customer service hotline 15 hours a day, seven days a week. Our Super VIP members enjoy 24/7 customer service support. We also outsource customer service to high-quality third-party service centers. As of December 31, 2021, we had over 2,100 customer service personnel, including independent contractors.

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We maintain service quality by carefully selecting personnel, providing our customer service representatives with extensive training, and regularly monitoring and evaluating the performance of each representative. Each new customer service representative is required to complete a mandatory training program in Guangzhou, conducted by experienced managers, covering product knowledge, complaint handling, service attitude, and communication skills. To facilitate timely resolution of customer complaints, we also train and empower our customer service representatives to resolve complaints and remedy situations within a specified authorized amount determined based on their seniority without having to get approval from their supervisors.

Marketing

Our business model and associated value propositions help us build a large base of active customers with relatively low customer acquisition cost. We continue to enhance the element of “thrill and excitement” associated with the customer shopping experience in order to promote

word-of-mouth

referrals and repeat customer purchases on our Vipshop Online Platform.

We leverage various marketing channels, especially digital marketing channels, to strengthen our brand awareness, acquire new customers, and retain existing customers. We utilize our big data analytics and insights from our large customer base and business intelligence system to refine our targeted marketing initiatives. In addition, we encourage our customers to share their shopping experiences through an

“easy-to-share”

function on social media platforms in China, such as WeChat, which can increase their customer stickiness while also serving as a means to attract new customers. Moreover, some of our offline stores are making efforts to utilize private domain traffic by operating their own WeChat groups and provide direct marketing to consumers. Furthermore, we adopted various marketing campaigns such as advertising in TV series and reality shows and marketing on new media channels, so as to keep customers informed of our latest promotional offerings and our Vipshop brand.

Technology

Our systems play an important role in the success of our business, and are designed to enhance operational efficiency and site scalability. We rely on a combination of our internally developed proprietary technologies, open source solutions, and commercially available licensed technologies to optimize every aspect of our operations for the benefit of our customers and brand partners. The combination of systems is divided into

front-end

and

back-end

modules, both built on top of advanced technologies. Together, they form a reliable technology platform that brings optimized customer experiences and supports efficient business operations.

Our

front-end

modules, which refer to modules supporting the user-interfaces of our platform, mainly include product display, member account management, category browsing, product searches, online shopping cart, order processing functions, payment, chatbots, and customer support functions. Our

front-end

modules are supported by our proprietary content distribution network, dynamic and distributed cluster, and a core database, providing our customers with quick access to the product display they are interested in and facilitating a smooth online shopping experience.

Our

back-end

modules, which refer to modules supporting our business operations, mainly include customer service, ERP, warehouse and logistics management, product information management, business intelligence, merchant platform, and administration management systems. Our customer service system mainly consists of our customer relationship management system. Our ERP system is customized to integrate our business operations with brand partners on orders, accounting, and product distribution. Our operations system for warehouse and logistics management primarily consists of our warehouse management system, automating our warehouse and logistics operations and allowing us to efficiently manage our inventories, track our products, and deliver the orders to our customers in a timely fashion. We have designed our product information management system to perform a variety of functions. Other than basic product information management, it also offers category, pricing

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and sales inventory management, and facilitates product lifecycle management for our online and offline businesses. These systems enhance the efficiency of our operations.

We have accumulated a large customer base and a vast amount of big data on customer behavior and performance throughout our operations. Our customer relationship management and business intelligence systems enable us to effectively use our proprietary transaction data to further analyze and study customer behavior and customer preferences. We regularly use this information in planning our marketing initiatives for upcoming events and making profile-based personalized recommendations to enhance our customers’ shopping experiences. For instance, the comprehensive customer profiles allow us to provide personalized product recommendations to customers that are within their price range, suit their brand preference, and are within their categories of interest. We also use customer profiles in various scenarios for our sales initiatives to effectively interact with its customers, such as notification via push method, text messages,

e-mails,

and sales events on our WeChat Mini-Program and other social media platforms. In addition, we have developed a real-time customer-intent identification system, which employs proprietary algorithm technologies with recent and real time customer behavioral data to provide recommendations to customers based on the different intentions of customers visiting our platform. Furthermore, our business intelligence system is built with our proprietary cloud computing infrastructure, providing insights for many aspects of our business operations and site functionalities.

On site operations, we have developed disaster tolerant systems for our key business modules which include real-time data mirroring, daily data

back-up,

and system redundancy solutions. We also adopted a “DevOps” methodology, which enables us to respond quickly towards business requests, significantly decreasing our development cost and improving our

time-to-market.

Our site is built upon real event processing platforms, and it leverages service-oriented architecture supported by internally developed cloud solutions. This enables us to achieve internal efficiency. Cybersecurity is another key aspect of site operations. Leveraging the real-time event processing systems that keep our site running smoothly, we have improved our protection against online and offline fraud and potential cyber-attacks such as DDoS.

Intellectual Property

We regard our trademarks, service marks, domain names, trade secrets, proprietary technologies, and similar intellectual property as critical to our success, and we rely on trademark, copyright, and trade secret protection laws in China and other jurisdictions, as well as confidentiality procedures and contractual provisions with our employees, partners, service providers, suppliers, and other parties to protect our proprietary rights. As of December 31, 2021, we had 184 patents and 345 pending patent applications in China, owned 1,944 registered trademarks in China and 118 registered trademarks outside China, 213 copyrights (including copyrights to 182 software products developed by us relating to various aspects of our operations), and 332 registered domain names that are material to our business, including

vip.com

and

vipshop.com

Competition

Our competitors primarily include major pure-play online discount retailers, other online discount retailers, and new forms of

e-commerce

such as live streaming e-commerce platforms in China.

We believe we compete primarily on the basis of:

•

ability to identify products in demand among consumers and source these products on favorable terms from brands;

•

focus on and expertise in apparel-related categories;

•

ability to offer a curated selection of products catering to consumer preferences;

•

pricing advantage due to our discount retail model;

•

breadth and quality of product and service offerings;

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•

platform features;

•

customer service and fulfillment capabilities; and

•

solid reputation among consumers and brands.

We believe that our early-mover advantage and leading market position help us compete effectively against our competitors. However, some of our current and potential competitors may have longer operating histories, larger customer bases, better brand recognition, stronger platform management and fulfillment capabilities, and greater financial, technical, and marketing resources than we do. See “Item 3.D. Key Information—Risk Factors—Risks Relating to Our Business and Industry—If we do not compete effectively against existing or new competitors, we may lose market share and customers.”

Strategic Investments and Acquisitions

To maintain and strengthen our leading market position in China and to supplement our existing business, we constantly evaluate opportunities for strategic investments in, and acquisitions of, complementary businesses, assets, and technologies and have made such investments and acquisitions from time to time. We have made the following material strategic investments and acquisitions over the past three years.

In July 2019, we entered into a share purchase agreement with Ningbo Xingtong Chuangfu Equity Investment Partnership and Shan Shan Group Co., Ltd., in connection with the acquisition of 100% equity interests in Shan Shan Outlets, a leading player in the offline outlet management industry in China. The total consideration for the acquisition of Shan Shan Outlets was RMB2.95 billion, of which RMB2.93 billion had been paid as of December 31, 2019, and the remaining consideration was paid in January 2020.

In October 2019, we agreed to invest in the capacity of a passive investor, up to RMB2.00 billion in a private equity fund, which focuses on technology-enabled consumer, retail, and other related businesses. As of December 31, 2021, the outstanding amount of contribution we made to private equity funds was RMB1.52 billion (US$238.5 million).

In October 2021, Sichuan VipFubon Consumer Finance Co., Ltd., a company engaging in consumer finance business, was established by Fubon Bank (China) Co., Ltd., Xtep (China) Co., Ltd. and us. As of the date of this annual report, Fubon Bank (China) Co., Ltd., Xtep (China) Co., Ltd. and we hold 25%, 25.1%, and 49.9% of the equity interests in Sichuan VipFubon Consumer Finance Co., Ltd., respectively. We have made capital contribution totaling RMB 249.5 million (US$39.2 million) in and have significant influence over the company.

Regulation

This section summarizes all of the significant laws and regulations that materially affect our business and operations and the key provisions of such laws and regulations.

Regulations Relating to Foreign Investments

Investment activities in China by foreign investors are principally governed by the Industry Guidelines of Encouraged Foreign Investment and the Special Administrative Measures for Entrance of Foreign Investment (Negative List), which were promulgated and are amended from time to time by the Ministry of Commerce and the NDRC, and together with the PRC Foreign Investment Law and its respective implementation rules and ancillary regulations. The Industry Guidelines of Encouraged Foreign Investment and the Special Administrative Measures for Entrance of Foreign Investment (Negative List) lay out the basic framework for foreign investments in China, classifying businesses into three categories with regard to foreign investments: “encouraged,” “restricted,” and “prohibited.” Industries not listed in the Industry Guidelines of Encouraged Foreign Investment or the Special Administrative Measures for Entrance of Foreign Investment (Negative List) are generally deemed as falling into a fourth category “permitted” unless specifically restricted by other PRC laws.

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On June 30, 2019, the Ministry of Commerce and the NDRC released the Industry Guidelines of Encouraged Foreign Investment (2019 Version) and on December 27, 2020, the Ministry of Commerce and the NDRC released Industry Guidelines of Encouraged Foreign Investment (2020 Version), which took effect on January 27, 2021 and replaced the Industry Guidelines of Encouraged Foreign Investment (2019 Version). On December 27, 2021, the Ministry of Commerce and the NDRC promulgated the Special Administrative Measures for Entrance of Foreign Investment (Negative List) (2021 Version), which became effective on January 1, 2022.

On March 15, 2019, the National People’s Congress approved the PRC Foreign Investment Law, which took effect on January 1, 2020 and replaced three then existing laws on foreign investments in China, namely, the PRC Sino-Foreign Equity Joint Venture Enterprise Law, the PRC Sino-Foreign Cooperative Joint Venture Enterprise Law, and the PRC Wholly Foreign-invested Enterprise Law. 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 invested enterprises in China. The PRC Foreign Investment Law establishes the basic framework for the access to and the promotion, protection, and administration of foreign investments in view of investment protection and fair competition.

According to the PRC Foreign Investment Law, foreign investments shall enjoy

pre-entry

national treatment, except for those foreign-invested entities that operate in industries deemed to be either “restricted” or “prohibited” in the “negative list.” While foreign investors shall refrain from investing in any of the foreign “prohibited” industries, foreign-invested entities operating in foreign “restricted” industries shall require market entry clearance and other approvals from relevant PRC governmental authorities. The PRC Foreign Investment Law does not comment on the concept of “de facto control” or contractual arrangements with variable interest entities, however, it has a

catch-all

provision under the definition of “foreign investment” to include investments made by foreign investors in China through means stipulated by laws or administrative regulations or other methods prescribed by the PRC State Council. Therefore, it still leaves leeway for future laws, administrative regulations or provisions to provide for contractual arrangements as a form of foreign investment. Furthermore, the PRC Foreign Investment Law provides that foreign-invested enterprises established according to the said three existing laws regulating foreign investments may maintain their structure and corporate governance within five years after the implementation of the PRC Foreign Investment Law.

On December 26, 2019, the State Council promulgated the Regulations for Implementing the PRC Foreign Investment Law, which took effect on January 1, 2020. The implementation rules further clarified that the state encourages and promotes foreign investments, protects the lawful rights and interests of foreign investors, regulates foreign investment administration, continues to optimize foreign investment environment, and advances a higher-level opening.

On December 30, 2019, the Ministry of Commerce and the SAMR, jointly promulgated the Measures for Information Reporting on Foreign Investment, which became effective on January 1, 2020. Pursuant to the Measures for Information Reporting on Foreign Investment, where a foreign investor carries out investment activities in China directly or indirectly, the foreign investor or the foreign-invested enterprise shall submit the investment information to the competent commerce department.

Regulations Relating to Foreign Investments in Value-Added Telecommunications Businesses

Pursuant to the Provisions on Administration of Foreign-Invested Telecommunications Enterprises which was promulgated by the State Council on December 11, 2001 and amended on September 10, 2008 and February 6, 2016, the ultimate foreign equity ownership in a value-added telecommunications services provider may not exceed 50%. Moreover, for a foreign investor to acquire any equity interest in value-added telecommunication business in China, it must satisfy a number of stringent performance and operational experience requirements, including demonstrating good track records and experience in operating value-added telecommunication business overseas. However, according to the Decision on Amendment and Annulment of

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Certain Administrative Regulations promulgated by the State Council on March 29, 2022, which will take effect on May 1, 2022, Provisions on the Administration of Foreign-Invested Telecommunications Enterprises (2016 Revision) will be amended, and pursuant to such amendment, requirements of experience in providing value-added telecommunications services overseas and maintenance of good track record will be removed.

On June 19, 2015, the MIIT, issued the Circular on Removing the Restrictions on Equity Ratio Held by Foreign Investors in Online Data Processing and Transaction Processing (Operating

E-Commerce)

Business, allowing foreign investors to own more than 50% of equity interest in an operator of “operating

e-commerce”

business. The latest Special Administrative Measures for Entrance of Foreign Investment (Negative List) further provides that foreign investors are allowed to hold more than 50% equity interests in a value-added telecommunications service provider engaging in

e-commerce,

domestic multiparty communication,

storage-and-forward,

and call center businesses, while other requirements with respect to track record and experience provided by the Provisions on Administration of Foreign-Invested Telecommunications Enterprises shall still apply (until rendered irrelevant by the impending promulgation of the Decision on Amendment and Annulment of Certain Administrative Regulations) and foreign investors are still prohibited from holding more than 50% of equity interest in a provider of other subcategories of value-added telecommunications services.

The MIIT Circular, issued by the MIIT on July 13, 2006, reiterates the regulations on foreign investments in telecommunications businesses. Under the MIIT Circular, a PRC domestic company that holds a Value-added Telecommunication License, or a VAT License, is prohibited from leasing, transferring, or selling the VAT License to foreign investors in any form, and from providing any assistance, including providing resources, sites, or facilities, to foreign investors that conduct value-added telecommunications business illegally in China. The MIIT Circular further requires each VAT License holder to have the necessary facilities for its approved business operations and to maintain such facilities in the regions covered by its license. In addition, all value-added telecommunications service providers are required to maintain network and information security in accordance with the standards set forth under relevant PRC regulations.

Regulations Relating to Licenses and Permits

We are required to hold a variety of licenses and permits in connection with various aspects of our business, including the following:

VAT License

The Telecommunications Regulations promulgated by the State Council and its related implementation rules, including the Catalog of Classification of Telecommunications Business issued by the MIIT, categorize various types of telecommunications and telecommunications-related activities into basic or value-added telecommunications services. Under the Telecommunications Regulations, commercial operators of value-added telecommunications services must first obtain a VAT License from the MIIT or its provincial level counterparts. In 2017, the MIIT replaced the Administrative Measures on Telecommunications Business Operating Permit promulgated in 2009 by promulgating the Administrative Measures on Telecommunications Business Operating Permit, which set forth more specific provisions regarding the different types of VAT Licenses required to operate different value-added telecommunications services, the qualifications, and procedures for obtaining such different types of VAT Licenses. Our consolidated affiliated entity Vipshop

E-Commerce

currently holds a VAT License for the provision of online data processing and transaction processing services, which remains valid until December 28, 2022. In addition, Zhejiang Vipshop Payment Service Co., Ltd., an indirect subsidiary of our consolidated affiliated entity Vipshop Information, currently holds a VAT License for the provision of online data processing and transaction processing services and online information service, which remains valid until October 21, 2026.

Record-filing for Provision of Online Trading Platform Services for Distribution of Publications

Under the latest Administrative Provisions for the Publication Market, which were jointly promulgated by the State General Administration of Press, Publication, Radio, Film, and Television, and the Ministry of

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Commerce on May 31, 2016, and became effective on June 1, 2016, an online trading platform that provides services for the distribution of publications shall complete record-filing formalities with the competent publication administrative authority. As of the date of this annual report, Vipshop

E-Commerce

has completed the required record-filing with competent publication administrative authority.

Food Operating Permit

China has adopted a licensing system for food supply operations under the Food Safety Law and its implementation rules. Entities or individuals that intend to engage in food production, food distribution, or food service businesses shall obtain licenses or permits for such businesses. On August 31, 2015, the China Food and Drug Administration issued the Administrative Measures for Food Operating Permit, which was amended and took effect as of November 17, 2017. The Administrative Measures for Food Operating Permit requires an enterprise engaging in food operating business to obtain a Food Operating Permit. Each of Vipshop China, Vipshop Chongqing, Vipshop Jianyang, Vipshop (Hubei)

E-Commerce

Co., Ltd., or Vipshop Hubei, Vipshop Zhaoqing, and Shanjing Business Management (Ningbo) Co., Ltd., or Ningbo Shanjing holds a valid Food Operating Permit.

Record-filing by Third-Party Platform Providers for Online Food Trading

On July 13, 2016, the China Food and Drug Administration promulgated the Measures for Investigation and Handling of Illegal Acts Involving Online Food Safety, which was amended on April 2, 2021, pursuant to which a third-party platform provider for online food trading in China shall file a record with the competent office of the SAMR at the provincial level and obtain a filing number. Vipshop

E-Commerce

has completed the required record-filing formalities as a third-party platform provider for online food trading on February 9, 2018.

Record-filing for Operation of Medical Devices

Pursuant to the Regulations on Supervision and Administration of Medical Devices, which was issued by the State Council in 2000 and further amended in March 2014, May 2017, and February 9, 2021, medical devices are divided into three types based on their risk levels. On July 30, 2014, the China Food and Drug Administration promulgated the Measures on the Supervision and Administration of the Business Operations of Medical Devices, which became effective on October 1, 2014 and was amended on November 17, 2017. Pursuant to the Regulations on Supervision and Administration of Medical Devices and the Measures on the Supervision and Administration of the Business Operations of Medical Devices, any entities that engage in the business operation of Type II medical devices shall file a record with the local food and drug administration. Each of Vipshop China, Vipshop Chongqing, Vipshop Jianyang, Vipshop Hubei, and Vipshop Zhaoqing has completed the record-filing formalities regarding its operation of medical devices with the competent food and drug administration.

Furthermore, according to the Measures for the Administration and Supervision of Online Sales of Medical Devices, which was promulgated by the China Food and Drug Administration on December 20, 2017 and became effective on March 1, 2018, enterprises engaged in online sales of medical devices shall be medical device operation enterprises that have obtained medical device operation licenses or record-filings and shall fill in the table of information of online sales of medical devices and file the relevant information to the competent food and drug administration. Each of Vipshop Jianyang, Vipshop Hubei, and Vipshop Zhaoqing has filed the information of its online sales of medical devices to the competent food and drug administration.

Record-Filing by Third-Party Platforms Providers for Medical Device Online Trading Services

Pursuant to the Measures for the Administration and Supervision of Online Sales of Medical Devices, a provider of a third-party platform for online trading services for medical devices shall obtain the Internet Drug Information Service Qualification Certificate and shall complete filing procedures with the competent provincial food and drug administrative department. Vipshop

E-Commerce

has completed the required record-filing formalities as a provider of a third-party platform for online trading services for medical devices with the competent food and drug administration on December 29, 2018.

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Internet Drug Information Service Qualification Certificate

Pursuant to the Administrative Measures on Internet Drug Information Service which was promulgated by the China Food and Drug Administration on July 8, 2004 and most recently amended on November 17, 2017, an internet information service operator that provides information regarding drugs or medical equipment shall obtain an Internet Drug Information Service Qualification Certificate from the competent food and drug administration. Vipshop

E-Commerce

has obtained the Internet Drug Information Service Qualification Certificate on November 6, 2018, which remains valid until November 5, 2023.

Payment Business License

On June 14, 2010, the People’s Bank of China issued the Administrative Measures for the Payment Services of

Non-Financial

Institutions, which was most recently amended on April 29, 2020. Under these measures, a

non-financial

institution shall obtain a Payment Business License to provide payment services and qualifies as a paying institution. With the Payment Business License, a

non-financial

institution may serve as an intermediary between payees and payers and provide some or all of the following services: online payment, issuance and acceptance of prepaid card, bank card acceptance, and other payment services as specified by the People’s Bank of China. Zhejiang Vipshop Payment Service Co., Ltd. currently holds the Payment Business License for online payment services which remains valid until June 26, 2022.

Registration and Record-Filing of

E-commerce

Livestream Platform

Pursuant to Notice of National Radio and Television Administration on Strengthening the Administration of Livestream Shows and

E-commerce

Livestream promulgated by State Administration of Radio and Television on November 12, 2020, platforms providing live streaming services for online shows and

e-commerce

activities should effectively implement their responsibilities as subjects, strive to improve various management systems, responsibility systems, content security systems, human resources, and material allocation for webcast services, actively participate in the development of industry ethics and industry self-discipline, so as to jointly promote the standardized, orderly, and sound development of live streaming of online shows and

e-commerce

activities. The aforesaid platforms should register and file the information of business operators and business development information in the “Information Management System for National Online Audio-Visual Platforms” by November 30, 2020. Vipshop

E-Commerce

has submitted an application for the record-filing in the “Information Management System for National Online Audio-Visual Platforms.”

Network Cultural Business License

Pursuant to the Interim Administrative Provisions on Internet Culture, which was issued by Ministry of Culture on May 10, 2003 and most recently amended on December 15, 2017, the enterprises engaged in operational internet culture activities shall obtain the Network Cultural Business License. Operational internet culture activities mean the activities of providing internet culture products and services to obtain benefits by charging fees from users accessing the internet or by electronic commerce, advertisement, financial supports, etc., for the purpose of making profits. Vipshop

E-commerce

currently holds a Network Cultural Business License, which remains valid until May 27, 2024.

Registration of Issuers of Single-Purpose Commercial Prepaid Cards

On September 21, 2012, the Ministry of Commerce issued the Administrative Measures on Single-Purpose Commercial Prepaid Cards (Tentative), which took effect on November 1, 2012 and was amended on August 18, 2016. Under the Administrative Measures on Single-Purpose Commercial Prepaid Cards (Tentative), among other things and subject to implementing rules adopted by the local branch of the Ministry of Commerce, the issuer of single-purpose commercial prepaid cards, which are defined as the prepaid cards that can only be redeemed by the card issuer, the group companies under the same ultimate control of the card issuer, or the

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franchise entities under one single brand same as the card issuer, shall (i) register its card issuance with the Ministry of Commerce or its local branches within 30 days after it starts offering such single-purpose commercial prepaid cards, and (ii) adopt sufficient measures to control risks, by means of controlling the total balance of the single-purpose commercial prepaid cards and providing advance deposit, guarantee insurance, bank guarantee, or other types of commercial guarantee as required. Some of our PRC subsidiaries and our consolidated affiliated entities, including Vipshop

E-Commerce

and Ningbo Shanjing, have completed the required registration formalities with the competent municipal branches of the Ministry of Commerce.

Record Filing and Registration of Foreign Trade Operators

Pursuant to the Foreign Trade Law of the PRC promulgated by the Standing Committee of the National People’s Congress on May 12, 1994 and most recently amended on November 7, 2016, and the Measures for Record Filing and Registration of Foreign Trade Business Operators promulgated by the Ministry of Commerce on June 25, 2004 and most recently amended on May 10, 2021, foreign trade business operators engaging in import or export of goods shall go through record filing and registration with the Ministry of Commerce or authorities entrusted by the Ministry of Commerce, unless otherwise stipulated by laws and administrative regulations and the Ministry of Commerce. Each of Vipshop Chongqing and Ningbo Shanshan Outlets Cross-border Trade Co., Ltd., or Ningbo Shanshan, which engages in import and export of goods, has completed the required filings and registration with the competent authorities entrusted by the Ministry of Commerce.

Certificate of the Customs on Registration of a Customs Declaration Entity

Pursuant to the Administrative Provisions of the PRC Customs on Record-Filing of Customs Declaration Entities promulgated by the General Administration of Customs on November 19, 2021, which took effect on January 1, 2022, in order to conduct customs declaration business in China, any customs declaration entity must go through the record-filing formalities with the Customs in accordance with the Provisions and the record-filing of customs declaration entities is valid permanently unless revoked. Each of Vipshop China, Vipshop Chongqing, and Ningbo Shanshan has completed the record-filing formalities with the Customs for its customs declaration business.

Record-Filing with the Immigration Inspection and Quarantine Agency

Pursuant to the Law on Import and Export Commodity Inspection promulgated by the Standing Committee of the National People’s Congress on February 21, 1989 and most recently amended on April 29, 2021, and the Implementing Regulations of the Law on Import and Export Commodity Inspection promulgated by the State Council on August 31, 2005 and most recently amended on March 2, 2019, the consignees or the consignors of imported and exported commodities may complete declaration formalities for inspection on its own or entrust a declaration agent enterprise to complete declaration formalities for inspection and shall complete filing formalities with the immigration inspection and quarantine agency in accordance with the law. Each of Vipshop China, Vipshop Chongqing, and Ningbo Shanshan has completed the required filings formalities with the competent immigration inspection and quarantine agency.

Regulations Relating to Information Security

The National People’s Congress has enacted legislation that prohibits use of the internet that breaches the public security, disseminates socially destabilizing content or leaks state secrets. Breach of public security includes breach of national security and infringement on legal rights and interests of the state, society or citizens. Socially destabilizing content includes any content that incites defiance or violations of PRC laws or regulations or subversion of the PRC government or its political system, spreads socially disruptive rumors or involves cult activities, superstition, obscenities, pornography, gambling or violence. State secrets are defined broadly to include information concerning PRC national defense, state affairs and other matters as determined by the PRC authorities.

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Pursuant to applicable regulations, ICP operators must complete mandatory security filing procedures and regularly update information security and monitoring systems for their websites with local public security authorities, and must also report any public dissemination of prohibited content.

In December 2015, the Standing Committee of the National People’s Congress promulgated the

Anti-Terrorism

Law of the PRC, or the Anti-Terrorism Law, which took effect on January 1, 2016 and was amended on April 27, 2018. According to the Anti-Terrorism Law, telecommunication service operators or internet service providers shall (i) carry out pertinent anti-terrorism publicity and education to society; (ii) provide technical interfaces, decryption and other technical support and assistance for the competent departments to prevent and investigate terrorist activities; (iii) implement network security and information monitoring systems as well as safety and technical prevention measures to avoid the dissemination of terrorism information, delete the terrorism information, immediately halt its dissemination, keep relevant records and report to the competent departments once the terrorism information is discovered; and (iv) examine customer identities before providing services. Any violation of the Anti-Terrorism Law may result in severe penalties, including substantial fines.

In November 2016, the Standing Committee of the National People’s Congress promulgated the Cyber Security Law of the PRC, or the Cyber Security Law, which took effect on June 1, 2017. In accordance with the Cyber Security Law, network operators must comply with applicable laws and regulations and fulfill their obligations to safeguard network security in conducting business and providing services. Network service providers must take technical and other necessary measures as required by laws, regulations and mandatory requirements to safeguard the operation of networks, respond to network security effectively, prevent illegal and criminal activities, and maintain the integrity, confidentiality and usability of network data. On December 28, 2021, the Cyberspace Administration of China and other PRC authorities promulgated the Cybersecurity Review Measures, which took effect on February 15, 2022, and further restates and expands the applicable scope of the cybersecurity review in effect. Pursuant to the Cybersecurity Review Measures, critical information infrastructure operators that procure internet products and services and network platform operators engaging in data processing activities must be subject to the cybersecurity review if their activities affect or may affect national security. The Cybersecurity Review Measures further stipulates that network platform operators holding personal information of over one million users must apply to the Cybersecurity Review Office for a cybersecurity review before an overseas listing. While we have not been officially identified as a critical information infrastructure operator by any government authorities as of the date of this annual report, we have been directed by the Office of Cyberspace Affairs Commission of the Guangzhou Municipal Party Committee to conduct cybersecurity self-examinations, including in accordance with the Cybersecurity Examination Guidance for Critical Information Infrastructure Operators in Guangzhou (2020). We have conducted such cybersecurity

self-examinations

as directed and have submitted the corresponding cybersecurity self-examination reports to the responsible government authority. In other words, we have been subject to requirements imposed under certain PRC laws and regulations that have an apparent application on critical information infrastructure operators and as such it is possible that we may be identified as a critical information infrastructure operator. If we are designated as a critical information infrastructure operator, we will be subject to the requirement of a cybersecurity review and such other requirements and scrutiny from PRC government authorities and under applicable laws and regulations, which may increase our compliance costs and affect our ability to conduct overseas offerings. For example, in relation to our procurement of network products or services, we may be required to assess if there is any national security risk involved when such products or services are used, and if national security will be affected or may be affected. We may be required to apply to the Office of Cybersecurity Review of the CAC for cybersecurity review. We may also be obligated to comply with a hierarchical cybersecurity network security system that has been introduced, and to implement technical measures and to take other necessary actions to address cybersecurity incidents, prevent cyber-attacks, forestall illegal and criminal activities, safeguard the security and stable operation of critical information infrastructure, and maintain data integrity, confidentiality and availability.

For the further purposes of regulating data processing activities, safeguarding data security, promoting data development and utilization, protecting the lawful rights and interests of individuals and organizations, and

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maintaining national sovereignty, security, and development interests, on June 10, 2021, Standing Committee of the PRC National People’s Congress published the Data Security Law of the People’s Republic of China, which took effect on September 1, 2021. The Data Security Law requires data processing, which includes the collection, storage, use, processing, transmission, provision, publication of data, to be conducted in a legitimate and proper manner. The Data Security Law provides for data security and privacy obligations on entities and individuals carrying out data activities. The Data Security Law also introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it may cause to national security, public interests, or legitimate rights and interests of individuals or organizations if such data are tampered with, destroyed, leaked, illegally acquired or illegally used. The appropriate level of protection measures is required to be taken for each respective category of data. For example, a processor of important data is required to designate the personnel and the management body responsible for data security, carry out risk assessments of its data processing activities and file the risk assessment reports with the competent authorities. State core data, i.e. data having a bearing on national security, the lifelines of national economy, people’s key livelihood and major public interests, shall be subject to stricter management system. Moreover, the Data Security Law provides a national security review procedure for those data activities which affect or may affect national security and imposes export restrictions on certain data and information. In addition, the Data Security Law also provides that any organization or individual within the territory of the PRC shall not provide any foreign judicial body and law enforcement body with any data without the approval of the competent PRC governmental authorities.

On July 6, 2021, certain PRC regulatory authorities issued Opinions on Strictly Cracking Down on Illegal Securities Activities, which, among others, provides for improving relevant laws and regulations on data security, cross-border data transmission, and confidential information management. It provided that efforts will be made to revise the regulations on strengthening the confidentiality and file management relating to the offering and listing of securities overseas, to implement the responsibility on information security of overseas listed companies, and to strengthen the standardized management of cross-border information provision mechanisms and procedures.

On November 14, 2021, the CAC released the Regulations on the Network Data Security (Draft for Comments), or the Draft Regulations on Network Data Security, and will accept public comments until December 13, 2021. The Draft Regulations on Network Data Security provide that data processors refer to individuals or organizations that autonomously determine the purpose and the manner of processing data. In accordance with the Draft Regulations on Network Data Security, data processors shall apply for a cybersecurity review for the following activities: (i) merger, reorganization or division of internet platform operators that have acquired a large number of data resources related to national security, economic development or public interests to the extent that affects or may affect national security; (ii) listing abroad of data processors which process over one million users’ personal information; (iii) listing in Hong Kong which affects or may affect national security; or (iv) other data processing activities that affect or may affect national security. Besides, data processors that are listed overseas shall carry out an annual data security assessment. The Draft Regulations on Network Data Security remains unclear on whether the relevant requirements will be applicable to companies that have been listed in the United States and Hong Kong, such as us. We cannot predict the impact of the Draft Regulations on Network Data Security, if any, at this stage, and we will closely monitor and assess any development in the rule-making process. If the enacted version of the Draft Regulations mandates clearance of cybersecurity review and other specific actions to be completed by China-based companies listed on a U.S. stock exchange and Hong Kong Exchanges, such as us, we face uncertainties as to whether such clearance can be timely obtained, or at all. In addition, if a final version of the Draft Regulations on Network Data Security is adopted, we may be subject to review when conducting data processing activities and annual data security assessment and may face challenges in addressing its requirements and make necessary changes to our internal policies and practices in data processing. Based on the foregoing, we do not expect that, as of the date of this annual report, the current applicable PRC laws on cybersecurity would have a material adverse impact on our business.

On July 30, 2021, the State Council issued the Regulations on Protection of Critical Information Infrastructure, or the Regulations. Pursuant to the Regulations, critical information infrastructure shall mean the

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important network facilities or information systems of key industries or fields such as public communication and information service, energy, transportation, water conservation, finance, public services,

e-government

affairs and national defense science, and important network facilities or information systems which may endanger national security, people’s livelihood and public interest once there occur damage, malfunctioning or data leakage to them. The Regulations provide that no individual or organization may carry out any illegal activity of intruding into, interfering with, or sabotaging any critical information infrastructures, or endanger the security of any critical information infrastructures. The Regulations also require that critical information infrastructure operators shall establish a cybersecurity protection system and accountability system, and that the main responsible person of a critical information infrastructure operator shall take full responsibility for the security protection of the critical information infrastructures operated by it. In addition, relevant administration departments of each important industry and sector shall be responsible for formulating the rule of critical information infrastructure determination applicable to their respective industry or sector, and determine the critical information infrastructure operators in their industry or sector.

On July 12, 2021, the MIIT and two other authorities jointly issued the Provisions on the Administration of Security Vulnerabilities of Network Products, or the Provisions. The Provisions state that, no organization or individual may abuse the security vulnerabilities of network products to engage in activities that endanger network security, or to illegally collect, sell, or publish the information on such security vulnerabilities. Anyone who is aware of the aforesaid offences shall not provide technical support, advertising, payment settlement and other assistance to the relevant offenders. According to the Provisions, network product providers, network operators, and platforms collecting network product security vulnerabilities shall establish and improve channels for receiving network product security vulnerability information and keep such channels available, and retain network product security vulnerability information reception logs for at least six months. The Provisions also bans provision of undisclosed vulnerabilities to overseas organizations or individuals other than to the product providers.

On October 29, 2021, the CAC issued the Measures for Security Assessment of Cross-border Data Transfer (Draft for Comment). According to these measures, in addition to the self-risk assessment requirement for provision of any data outside China, a data processor shall apply to the competent cyberspace department for data security assessment and clearance of outbound data transfer in any of the following events: (i) outbound transfer of personal information and important data collected and generated by an operator of critical information infrastructure; (ii) outbound transfer of important data; (iii) outbound transfer of personal data by a data processor which has processed more than one million users’ personal data; (iv) outbound transfer of more than one hundred thousand users’ personal information or more than ten thousand users’ sensitive personal information cumulatively; (v) such other circumstances where

ex-ante

security assessment and evaluation of cross-border data transfer is required by the CAC.

On August 20, 2021, the Standing Committee of the National People’s Congress of China promulgated the Personal Information Protection Law, which integrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021. The Personal Information Protection Law requires, among others, that (i) the processing of personal information should have a clear and reasonable purpose which should be directly related to the processing purpose and should be conducted in a method that has the minimum impact on personal rights and interests, and (ii) the collection of personal information should be limited to the minimum scope as necessary to achieve the processing purpose and avoid the excessive collection of personal information. Personal information processors shall adopt necessary measures to safeguard the security of the personal information they handle. The offending entities could be ordered to correct, or to suspend or terminate the provision of services, and face confiscation of illegal income, fines or other penalties.

In addition, the State Secrecy Bureau has issued provisions authorizing the blocking of access to any website it deems to be leaking state secrets or failing to comply with the relevant legislation regarding the protection of state secrets during online information distribution. Specifically, internet companies in the PRC with bulletin boards, chat rooms or similar services must apply for specific approval prior to operating such services.

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Furthermore, the Provisions on Technological Measures for Internet Security Protection, promulgated by the Ministry of Public Security and became effective in March 2006, require all ICP operators to keep records of certain information about its users (including user registration information,

log-in

and

log-out

time, IP address, content and time of posts by users) for at least 60 days and submit the above information as required by laws and regulations. The Decision on Strengthening Network Information Protection, or the Network Information Protection Decision, which was promulgated by the PRC National People’s Congress in December 2012, states that ICP operators must request identity information from users when ICP operators provide information publication services to the users. If ICP operators come across prohibited information, they must immediately cease the transmission of such information, delete the information, keep relevant records, and report to relevant government authorities.

On October 21, 2019, the Supreme People’s Court and the Supreme People’s Procuratorate of the PRC jointly issued the Interpretations on Certain Issues Regarding the Applicable of Law in the Handling of Criminal Case Involving Illegal Use of Information Networks and Assisting Committing Internet Crimes, which came into effect on November 1, 2019, and further clarifies the meaning of internet service provider and the severe situations of the relevant crimes.

Regulations Relating to Internet Privacy

The PRC Constitution states that PRC law protects the freedom and privacy of communications of citizens and prohibits infringement of these rights. In recent years, PRC government authorities have enacted legislation on the internet use to protect personal information from any unauthorized disclosure. Under the Several Provisions on Regulating the Market Order of Internet Information Services which was promulgated by the MIIT on December 29, 2011, an ICP service operator may not collect any user personal information or provide any such information to third parties without the consent of a user, unless otherwise stipulated by laws and administrative regulations. An ICP service operator must expressly inform the users of the method, content, and purpose of the collection and processing of such user personal information and may only collect such information necessary for the provision of its services. An ICP service operator is also required to properly keep the user personal information, and in case of any leak or likely leak of the user personal information, the ICP service operator must take immediate remedial measures and, in severe circumstances, to make an immediate report to the telecommunication regulatory authority.

In addition, the Decision on Strengthening Network Information Protection, which was promulgated by the Standing Committee of the National People’s Congress on December 28, 2012, provides that electronic information that is able to identify personal identities of citizens or is concerned with personal privacy of citizens is protected by law and shall not be unlawfully obtained or provided. ICP service operators collecting or using personal electronic information of citizens shall specify purposes, manners, and scopes of information collection and use, obtain the consent of citizens concerned, and strictly keep confidential personal information collected. ICP service operators are prohibited from disclosing, tampering with, damaging, selling, or illegally providing others with personal information collected. Technical and other measures are required to be taken by ICP service operators to prevent personal information collected from unauthorized disclosure, damage, or being lost. ICP service operators are subject to legal liability, including warnings, fines, confiscation of illegal gains, revocation of licenses or filings, closing of websites concerned, public security administration punishment, criminal liabilities, or civil liabilities, if they violate relevant provisions on internet privacy.

Pursuant to the Order for the Protection of Telecommunication and Internet User Personal Information which was promulgated by the MIIT on July 16, 2013, any collection and use of users’ personal information must be subject to the consent of the users, abide by the principles of legality, rationality and necessity, and be within the specified purposes, methods, and scopes. Pursuant to the Ninth Amendment to the Criminal Law which was issued by the Standing Committee of the National People’s Congress on August 29, 2015 and became effective on November 1, 2015, any internet service provider that fails to fulfil obligations to manage information and network security as required by applicable laws and refuses to rectify upon orders from government

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authorities, will be subject to the criminal penalty if such failure (i) causes dissemination of illegal information in large scale; (ii) causes user information leaks resulting in severe consequences; (iii) causes serious loss of evidence to criminal investigations; or (iv) implicates other severe circumstances.

To further regulate cybersecurity and privacy protection, the PRC Cybersecurity Law which was promulgated by the Standing Committee of the National People’s Congress on November 7, 2016 and took effect on June 1, 2017, provides that, subject to certain exceptions, (i) to collect and use personal information, network operators must follow the principles of legitimacy, rightfulness, and necessity, disclose their rules of data collection and use, clearly express the purposes, means, and scope of collecting and using the information, and obtain the consent of the persons whose data is gathered; (ii) network operators can neither gather personal information unrelated to the services they provide, nor gather or use personal information in violation of the provisions of laws and administrative regulations or the scopes of consent given by the persons whose data is gathered, and must dispose of personal information they have saved in accordance with the provisions of laws and administrative regulations and agreements reached with users; (iii) network operators cannot divulge, tamper with, or damage the personal information they have collected, and cannot provide the personal information to others without the consent of the persons whose data is collected.

On June 28, 2016, the Cyberspace Administration of China issued the Administrative Provisions on Mobile Internet Applications Information Services, which became effective on August 1, 2016, to further strengthen the regulation of the mobile app information services. Pursuant to these provisions, owners or operators of mobile apps that provide information services are required to be responsible for information security management, establish and improve the protective mechanism for user information, observe the principles of legality, rightfulness and necessity, and expressly state the purpose, method, and scope of, and obtain user consent to, the collection and use of users’ personal information.

On May 8, 2017, the Supreme People’s Court and the Supreme People’s Procuratorate issued the Interpretations of the Supreme People’s Court and the Supreme People’s Procuratorate on Several Issues Concerning the Application of Law in the Handling of Criminal Cases Involving Infringement of Citizens’ Personal Information, or the Personal Information Interpretations, which became effective on June 1, 2017. The Personal Information Interpretations provides more practical conviction and sentencing criteria for the infringement of citizens’ personal information and marks a milestone for the criminal protection of citizens’ personal information.

On January 23, 2019, the PRC Office of the Central Cyberspace Affairs Commission and other three authorities jointly issued the Circular on the Special Campaign of Correcting Unlawful Collection and Usage of Personal Information via Apps. Pursuant to this circular, (i) app operators are prohibited from collecting any personal information irrelevant to their services; (ii) information collection and usage policy should be presented in a simple and clear way, and such policy should be consented by the users voluntarily, and; (iii) authorization from users should not be obtained by coercing users with default or bundling clauses or making consent a condition of service. App operators violating these rules can be ordered by authorities to correct their noncompliance within a given period of time, be publicly reported, or ordered to quit its operation or cancel its business license or operational permits.

On April 10, 2019, the Ministry of Public Security promulgated the Guidelines for Internet Personal Information Security Protection, which establishes the management mechanism, security technical measures, and business workflows for personal information security protection. On August 22, 2019, the Cyberspace Administration of China promulgated the Provisions on the Cyber Protection of Children’s Personal Information which requires, among others, that network operators who collect, store, use, transfer, and disclose personal information of children under the age of 14 shall establish special rules and user agreements for the protection of children’s personal information, inform the children’s guardians in a noticeable and clear manner, and shall obtain the consent of the children’s guardians.

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On November 28, 2019, the Cyberspace Administration of China, the MIIT, the Ministry of Public Security, and the SAMR jointly promulgated the Measures for the Determination of the Collection and Use of Personal Information by Apps in Violation of Laws and Regulations, which provides guidance for the regulatory authorities to identify the illegal collection and use of personal information through mobile apps, and for the app operators to conduct self-examination and self-correction and social supervision by netizens.

On May 28, 2020, the National People’s Congress approved the PRC Civil Code, which came into effect on January 1, 2021. Pursuant to the Civil Code, the personal information of a natural person shall be protected by the law. Any organization or individual that needs to obtain personal information of others shall obtain such information legally and ensure the safety of such information, and shall not illegally collect, use, process, or transmit personal information of others, or illegally purchase or sell, provide, or make public personal information of others.

On August 20, 2021, the Standing Committee of the National People’s Congress adopted the Personal Information Protection Law which took effect on November 1, 2021. The Personal Information Protection Law requires, among others, that (i) the processing of personal information should have a clear and reasonable purpose which should be directly related to the processing purpose, in a method that has the least impact on personal rights and interests, and (ii) the collection of personal information should be limited to the minimum scope necessary to achieve the processing purpose to avoid the excessive collection of personal information. Different types of personal information and personal information processing will be subject to various rules on consent, transfer, and security. Entities handling personal information shall bear responsibilities for their personal information handling activities, and adopt necessary measures to safeguard the security of the personal information they handle. The entities failing to comply could be ordered to correct, or suspend or terminate the provision of services, and face confiscation of illegal income, fines or other penalties.

Regulations Relating to

E-Commerce

On March 15, 2021, the SAMR promulgated the Measures for the Supervision and Administration of Online Transactions, which took effect on May 1, 2021. Under the Measures for the Supervision and Administration of Online Transactions, online transaction operators engaging in business activities should follow the principles of voluntariness, equality, fairness, and good faith, comply with laws, regulations, rules, business ethics, public order, and good morals, participate in market competition fairly, earnestly perform statutory obligations, actively assume subject responsibilities, and accept supervision from all sectors of the society. Online transaction platform operators should require business operators that are applying to sell goods or provide services on their platforms to provide authentic information such as information relating to identity, address, contact, and administrative license, verify and register such information, create registration files, and verify and update such information at least once every six months. In addition, online transaction platform operators should establish an inspection and monitoring system relating to information of business operators on their platforms and relating to goods and services such business operators advertise. Where an online transaction platform operator identifies any information relating to goods and services on its platforms that is in violation of laws, regulations or rules on market supervision and administration, damages national or public interests, or is detrimental to public order or good morals, it must take necessary measures to remove such information in accordance with the law, maintain relevant records, and report the same to the administration for market regulation.

On March 24, 2016, STA, the Ministry of Finance, and the General Administration of Customs jointly issued the Circular on Tax Policy for Cross-Border

E-commerce

Retail Imports, which took effect on April 8, 2016. Pursuant to this circular, goods imported through the cross-border

e-commerce

retail are subject to the tariff, import value-added tax, or VAT, and consumption tax based on the types of goods. Individuals purchasing any goods imported through cross-border

e-commerce

retail are taxpayers, while

e-commerce

companies, companies operating

e-commerce

transaction platforms, or logistic companies shall be the withholding agents regarding such taxes.

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To further regulate the

e-commerce

industry, on August 31, 2018, the Standing Committee of the National People’s Congress promulgated the PRC

E-Commerce

Law, which took effect on January 1, 2019, providing that

e-commerce

operators must comply with the principles of voluntariness, equality, fairness, and good faith, abide by laws, observe business ethics, equally participate in market competition, perform obligations regarding the protection of consumers’ rights and interests, environmental protection, intellectual property protection, and the protection of cybersecurity and personal information, take charge of the quality of products and services, and receive the supervision of the government and the general public. For example, an operator of an

e-commerce

platform must (i) comply with the requirements for the protection of personal safety and property security and the requirements for environmental protection regarding its sales of goods or provisions of services; (ii) disclose information of goods or services fully, truthfully, accurately, and promptly, and protect consumers’ right to know and right to choose; (iii) deliver goods or services to a consumer in accordance with the method and deadline committed or agreed with the consumer, and bear the risks and liability for transportation of goods, except where the consumer separately selects a courier service provider.

On June 12, 2019, the State Post Bureau and the Ministry of Commerce promulgated the Guiding Opinions on Regulating the Interconnection and Sharing of Data between Express Delivery and

E-commerce

Industries, which provides that if

e-commerce

participants agree to deliver commodities through express delivery, an

e-commerce

operator will be supported in providing the necessary delivery data to an express delivery service provider through the agreed means of data transmission. The

e-commerce

platform operator cannot, by restricting the interconnection and sharing of data, hinder the

e-commerce

participants from freely choosing the express delivery service. When collecting and sharing user information,

e-commerce

operators and enterprises engaged in express delivery business must abide by the provisions of laws and administrative regulations on information protection, and cannot be used for purposes unrelated to the delivery service they provide.

Regulations Relating to Internet Finance

On July 18, 2015, ten PRC governmental authorities jointly issued the Guidance on Promoting the Healthy Development of Internet Finance. This guidance refers to internet finance as a new financial business model in which traditional financial institutions and internet companies provide financing, payment, investment, and information intermediary services by using internet technologies and information and communication technologies. In accordance with the Guidance on Promoting the Healthy Development of Internet Finance, internet finance is part of the finance sector, and internet finance business operators are still required to comply with the regulations in relation to the provision of each

sub-category

of specific financial services they provide.

On April 12, 2016, the General Office of the State Council issued the Notice on Issuing the Implementing Proposals for the Special Rectification of Internet Financial Risks. This notice aims to, among others, impose stricter market entry regulation on internet finance, strengthen monitoring of funds, encourage whistleblowers with rewards and enhance penalties for violations, and curb unfair competition.

On May 4, 2008, the People’s Bank of China and China Banking Regulatory Commission jointly promulgated the Guidance on the Pilot Establishment of Microcredit Companies, which allowed provincial governments to approve the establishment of microcredit companies on a trial basis. Many governmental authorities at the provincial or equivalent level, including Shanghai, issued local implementing rules on the administration of microcredit companies pursuant to this guidance. The specific local authority that supervises microcredit business in each administrative region may vary, and usually is the financial office of the local government. Any entities intend to engage in microcredit business in certain administrative region must obtain an approval from the local authority that supervises over the microcredit business in such administrative region, and a microcredit company is not permitted to conduct microcredit business outside the administrative region where it is approved to conduct the business.

On September 7, 2020, the China Banking and Insurance Regulatory Commission issued the Circular on Strengthening the Supervision and Administration of Microcredit Companies. This circular provides that the

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microcredit companies shall mainly operate the lending business and shall act in accordance with the requirements regarding the loan concentration, loan purposes, fund management, and debt collection and disclosure. Local authorities shall enhance supervision and administration of the establishment of the microcredit companies and suspend newly-incorporated microcredit companies from engaging in the internet microcredit business and other inter-provincial business. We currently are permitted to engage in microcredit businesses through a subsidiary of Vipshop China in Shanghai.

Regulations Relating to Commercial Factoring Services

On June 27, 2012, the Ministry of Commerce issued the Notice on the Pilot Launch of Commercial Factoring which launched a commercial factoring pilot program in the Shanghai Pudong New Area and the Tianjin Binhai New Area. The Ministry of Commerce further expanded the list of commercial factoring pilot areas to include Chongqing Liangjiang New Area and certain other areas in August 2013. Pursuant to the notices of the Ministry of Commerce, the local government of those pilot areas promulgated its own rules to implement the pilot program. Under these notices and local implementing rules, commercial factoring companies may be established in these areas upon the approval of the local counterpart of the Ministry of Commerce or other competent authority. The business scope of a commercial factoring company may include the services of trade financing, management of sales ledgers, investigation and assessment of client credit standings, and management and collection of accounts receivable and credit risk guarantee. A commercial factoring company is not allowed to conduct other financial business, such as taking deposits and lending loans or to specialize in or carry out debt collection.

On October 18, 2019, the General Office of the China Banking and Insurance Regulatory Commission issued the Notice of Strengthening the Supervision and Administration of Commercial Factoring Enterprises, which was amended on June 21, 2021, and provides that commercial factoring enterprises must conduct business operations in accordance with laws and regulations, and may not commit any of the following conduct or provide any of the following services: (i) absorbing, or absorbing in any disguised form, public deposits, (ii) borrowing funds through online lending information intermediary institutions, various local trading places, asset management institutions, privately offered investment funds, and other institutions; (iii) borrowing funds from other commercial factoring enterprises or doing so in any disguised form; (iv) providing loans for its account or for the account of another party; (v) engaging in the collection of accounts receivable or debts irrelevant to commercial factoring in a specialized manner or conducting the same on behalf of another party; (vi) factoring financing based on any illegal underlying transaction contract, consignment contract, accounts receivable with disputable ownership, or a claim for payment arising from any bill or other negotiable securities; and (vii) other activities prohibited by the state.

Regulations Relating to Product Quality and Consumer Protection

The Product Quality Law, which was promulgated by Standing Committee of the National People’s Congress on February 22, 1993 and most recently amended on December 29, 2018, applies to all production and sale activities in China. Pursuant to this law, products offered for sale must satisfy relevant quality and safety standards. Enterprises may not produce or sell counterfeit products in any fashion, including forging brand labels or giving false information regarding a product’s manufacturer. Violations of state or industrial standards for health and safety and any other related violations may result in civil liabilities and administrative penalties, such as compensation for damages, fines, suspension, or shutdown of business, as well as confiscation of products illegally produced and sold and the proceeds from such sales.

The Consumer Rights and Interests Protection Law or the Consumer Protection Law, which was promulgated by Standing Committee of the National People’s Congress on October 31, 1993 and most recently amended on October 25, 2013, sets out the obligations of business operators and the rights and interests of the consumers in China. Pursuant to this law, business operators must guarantee that the commodities they sell satisfy the requirements for personal or property safety, provide consumers with authentic information about the

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commodities, and guarantee the quality, function, usage, and term of validity of the commodities. The Consumer Protection Law was further amended in October 2013 and became effective in March 2014. The amended Consumer Protection Law further strengthens the protection of consumers and imposes more stringent requirements and obligations on business operators, especially on the business operators through the internet. The consumers whose interests have been damaged due to their purchase of goods or acceptance of services on online marketplace platforms may claim damages from sellers or service providers. Where the providers of the online marketplace platforms are unable to provide the real names, addresses, and valid contact details of the sellers or service providers, the consumers may also claim damages from the providers of the online marketplace platforms. Providers of online marketplace platforms that know or should have known that sellers or service providers use their platforms to infringe upon the legitimate rights and interests of consumers but fail to take necessary measures must bear joint and several liabilities with the sellers or service providers.

Regulations Relating to Leasing

Pursuant to the Law on Administration of Urban Real Estate, which was promulgated on July 5, 1994 and most recently amended on August 26, 2019 by the Standing Committee of the National People’s Congress, when leasing premises, the lessor and lessee are required to enter into a written lease contract, containing such provisions as the leasing term, use of the premises, rental and repair liabilities, and other rights and obligations of both parties. Both lessor and lessee are also required to register the lease with the real estate administration department. If the lessor and lessee fail to go through the registration procedures, both lessor and lessee may be subject to fines.

According to the Civil Code, the lessee may sublease the leased premises to a third party, subject to the consent of the lessor. Where the lessee subleases the premises, the lease contract between the lessee and the lessor remains valid. In addition, in the event of change of ownership of the leased premises, the lease contract between the lessee and the lessor will still remain effective. The Civil Code further provides that where the leased property has been leased and transferred for possession before the creation of the mortgage, the established leasehold relationship will not be affected by the mortgage.

Regulations Relating to Overseas Listing and M&A

On August 8, 2006, six PRC governmental and regulatory agencies, including the MOFCOM and the CSRC, jointly promulgated the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), a new regulation with respect to the mergers and acquisitions of domestic enterprises by foreign investors that became effective on September 8, 2006 and revised on June 22, 2009. Foreign investors shall comply with the M&A rules when they purchase equity interests of a domestic company or subscribe for the increased capital of a domestic company, and thus changing the nature of the domestic company into a foreign- invested enterprise; or when the foreign investors establish a foreign-invested enterprise in the PRC for the purpose of purchasing the assets of a domestic company and operating the asset; or when the foreign investors purchase the asset of a domestic company, establish a foreign-invested enterprise by injecting such assets, and operate the assets. The M&A rules, among other things, purports to require that an offshore special vehicle, or a special purpose vehicle, formed for listing purposes and controlled directly or indirectly by PRC companies or individuals, shall obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

On July 6, 2021, the relevant PRC government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.

On December 27, 2021, the NDRC and the MOC jointly issued the Special Administrative Measures (Negative List) for Foreign Investment Access (2021 Version), or the 2021 Negative List, which took effect on

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January 1, 2022. Pursuant to such Special Administrative Measures, if a domestic company engaging in the prohibited business stipulated in the 2021 Negative List seeks an overseas offering and listing, it shall obtain the approval from the competent governmental authorities. Besides, the foreign investors of the company shall not be involved in the company’s operation and management, and their shareholding percentage shall be subject, mutatis mutandis, to the relevant regulations on the domestic securities investments by foreign investors.

On December 24, 2021, the CSRC issued a draft of the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Draft Provisions, and the CSRC issued a draft of Administration Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies, or the Draft Administration Measures, for public comments. According to the Draft Provisions and the Draft Administration Measures, the overseas offering and listing by a domestic company, whether directly or indirectly, shall be filed with the CSRC. Specifically, the determination of an indirect offering and listing will be conducted on a “substance over form” basis, and an offering and listing shall be considered as an indirect overseas offering and listing by a domestic company if the issuer meets the following conditions: (i) the operating income, gross profit, total assets, or net assets of the domestic enterprise in the most recent fiscal year was more than 50% of the relevant line item in the issuer’s audited consolidated financial statement for that year; and (ii) senior management personnel responsible for business operations and management are mostly PRC citizens or are ordinarily resident in the PRC, and the main place of business is in the PRC or carried out in the PRC. According to the Draft Administration Measures, an overseas offering and listing is prohibited under any of the following circumstances: (i) if the intended securities offering and listing is specifically prohibited by national laws and regulations and relevant provisions; (ii) if the intended securities offering and listing may constitute a threat to or endangers national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) if there are material ownership disputes over the equity, major assets, and core technology, etc. of the issuer; (iv) if, in the past three years, the domestic enterprise or its controlling shareholders or actual controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive to the order of the socialist market economy, or are currently under judicial investigation for suspicion of criminal offenses, or are under investigation for suspicion of major violations; (v) if, in past three years, directors, supervisors, or senior executives have been subject to administrative punishments for severe violations, or are currently under judicial investigation for suspicion of criminal offenses, or are under investigation for suspicion of major violations; (vi) other circumstances as prescribed by the State Council.

According to the Draft Administration Measures, the issuer or its affiliated domestic company, as the case may be, shall file with the CSRC (i) with respect to its initial public offering and listing within three business days, after its initial filing of the listing application to the regulator in the place of the intended listing, (ii) with respect to its

follow-on

offering within three business days after completion of the

follow-on

offering, (iii) with respect to its

follow-on

offering for purpose of acquiring specific assets, within three business days after the first public announcement of the transaction, and (iv) with respect to listing by means of reverse takeover, share swap, acquisition and similar transactions, within three business days after its initial filing of the listing application or the first public announcement of the transaction, as case may be.

Non-compliance

with the Draft Administration Measures or an overseas listing completed in breach of Draft Administration Measures may result in a warning on the relevant domestic companies or a fine of RMB1 million to RMB10 million on them. If the circumstances are serious, they may be ordered to suspend their business or suspend their business pending rectification, or their permits or businesses license may be revoked. Furthermore, the controlling shareholder, actual controllers, directors, supervisors, and other legally appointed persons of the domestic enterprises may be warned, or fined between RMB500,000 to RMB5,000,000 either individually or collectively.

Regulations Relating to Anti-Monopoly

The PRC Anti-Monopoly Law, which was promulgated by the Standing Committee of the National People’s Congress on August 30, 2007 and effective from August 1, 2008, prohibits monopolistic conduct such as entering into monopoly agreements, abuse of dominant market position, and concentration of undertakings that have the

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effect of eliminating or restricting competition. The dominant market position shall refer to a market position where an operator may manipulate the price, volume, and other trade conditions of commodities on a relevant market, or may obstruct or otherwise affect the entrance of other operators into relevant markets. Operators who hold the dominant market position are prohibited from engaging in such practices which may be classified as an abuse of said position as: (a) selling commodities at unfairly high or buying commodities at unfairly low prices, (b) conducting

tie-in

sales or adding other unreasonable conditions on a deal without justified reasons, (c) discriminating among trading counterparts of the same qualifications with regard to trade price, etc. without justified reasons, or (d) other practices recognized by the enforcement authorities as abuse of dominant market position. Furthermore, where an operator violates the provisions of the Anti-Monopoly Law by abusing dominant market position, the enforcement authorities shall order such operator to stop the illegal activities, confiscate the illegal earnings, and impose a fine of 1% to 10% of the previous year’s sales revenue.

In March 2018, the SAMR was formed to take over, among other things, the anti-monopoly enforcement functions from the relevant departments under the Ministry of Commerce, the NDRC, and the State Administration for Industry and Commerce, respectively. Since its inception, the SAMR has continued to strengthen its anti-monopoly enforcement. The SAMR issued the Notice on Anti-Monopoly Enforcement Authorization on December 28, 2018, which grants authorizations to the SAMR’s provincial branches for

anti-monopoly

enforcement within their respective jurisdictions, and further issued the Anti-Monopoly Compliance Guideline for Operators on September 11, 2020 for establishing an anti-monopoly compliance management system and preventing anti-monopoly compliance risks.

On June 26, 2019, the SAMR issued the Interim Provisions on the Prohibitions of Acts of Abuse of Dominant Market Positions, which took effect on September 1, 2019 to further prevent and prohibit the abuse of dominant market positions.

On October 23, 2021, the Standing Committee of the National People’s Congress issued a second draft amendment to the amended Anti-Monopoly Law for public comments, which proposes to increase the fines for illegal concentration of business operators to “no more than ten percent of its preceding year’s sales revenue if the concentration of business operator has or may have an effect of excluding or limiting competition; or a fine of up to RMB5 million if the concentration of business operator does not have an effect of excluding or limiting competition.” The draft also proposes for the relevant authority to investigate transaction where there is evidence that the concentration has or may have the effect of eliminating or restricting competition, even if such concentration does not reach the filing threshold.

On February 7, 2021, the Anti-Monopoly Committee of the State Council promulgated the Anti-monopoly Guidelines for the Platform Economy Sector, aiming to improve anti-monopoly administration on online platforms. The guideline, operating as the compliance guidance under the existing PRC anti-monopoly regulatory regime for platform economy operators, specifically prohibits certain acts of the platform economy operators that may have the effect of eliminating or limiting market competition, such as forcing the users to choose the product or service of one operator exclusively from the other.

On August 17, 2021, the SAMR issued the Provisions on Prohibition of Unfair Competition on the Internet (Draft for Comments), which prohibits business operators from using data, algorithms and other technical means to commit traffic hijacking, interference, malicious incompatibility and other improprieties to influence user choices or hinder or damage the normal operation of network products or services offered by other business operators.

Regulations Relating to Anti-Unfair Competition

Competition among business operators is generally governed by the PRC Anti-Unfair Competition Law, which was promulgated by the Standing Committee of the National People’s Congress on September 2, 1993 and amended on November 4, 2017 and April 23, 2019, respectively. According to the Anti-unfair Competition Law,

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business operators must abide by the principles of voluntariness, equality, fairness and good faith, and observe laws and business ethics. In particular, business operators are prohibited from any of the following unfair activities: (i) committing acts of confusion; (ii) seeking transaction opportunities or competitive advantages by bribing relevant entities or individuals with property or by any other means; (iii) conducting commercial promotions for the performance, function, quality, sales status, user evaluation, honor received concerning its products in a false or misleading manner; (iv) infringing trade secrets; (v) premium campaign in contravention to the Anti-Unfair Competition Law; and (vi) fabricating or disseminating false or misleading information to undermine the goodwill or commodity reputation of any competitors. On October 29, 2020, the SAMR issued the Interim Provisions on Regulating Promotional Activities, which took effect on December 1, 2020. Among other things, these interim provisions are designed to promote consumer protection and prohibit false or misleading commercial information used in promotional activities. Failure to comply with these provisions may subject the business operators to penalties or other administrative actions by the regulatory authorities.

Regulations Relating to Advertising

The PRC government regulates advertising, including online advertising, principally through the SAMR. The PRC Advertising Law, as promulgated on October 27, 1994 and most recently amended on April 29, 2021 by the Standing Committee of the National People’s Congress, outlines the general regulatory framework for advertising. According to the Advertising Law, advertisers, advertising service providers, and advertising publishers are required to ensure that the contents of the advertisements they prepare or distribute are true and in full compliance with applicable laws and regulations. For example, advertisements must not contain terms such as “the state-level,” “the highest grade,” “the best,” or such similar wording. In addition, the use of internet to distribute advertisements must not affect the normal use of the internet by users. Where internet information service providers are aware or ought to be aware that illegal advertisements are being published or distributed using their services, they are obliged to prevent such distribution.

The Interim Measures for Administration of Internet Advertising, which was promulgated by the State Administration for Industry and Commerce on July 4, 2016 and took into effect on September 1, 2016, set forth certain compliance requirements for online advertising businesses. The Internet Advertisement Measures regulate any advertisement published on the internet, including without limitation, through websites, webpage, and Apps, in the form of word, picture, audio, and video. Advertising operators and distributors of internet advertisement must examine, verify, and record identity information for advertisers including name, address and contact information, and maintain a verification record that is updated on a regular basis. Moreover, advertising operators and advertising distributors must examine the supporting documentation provided by advertisers and verify the contents of the advertisements against supporting documents before publishing. If the contents of advertisements are inconsistent with the supporting documents, or the supporting documents are incomplete, advertising operators and distributors must refrain from providing design, production, agency, or publishing services.

Violation of the foregoing laws and regulations may subject the operators to civil liabilities and penalties, including fines, confiscation of advertising income, orders to stop dissemination of the advertisements, and orders to publish an advertisement correcting the misleading information. In case of serious violations, the SAMR or its local branches may force the violators to terminate its advertising operation or revoke its business license.

Regulations Relating to Pricing

According to the Pricing Law, as promulgated on December 29, 1997 and took effect on May 1, 1998 by the Standing Committee of the National People’s Congress, business operators must, as required by the government departments in charge of pricing, mark the prices explicitly and indicate the name, origin of production, specifications, and other related particulars clearly. Business operators may not sell products at a premium or charge any fees that are not explicitly indicated. Business operators must not commit the specified unlawful pricing activities, such as colluding with others to manipulate the market price, using false or misleading prices

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to deceive consumers to purchase, or conducting price discrimination against other business operators. Failure to comply with the Pricing Law may subject business operators to administrative sanctions such as warning, stopping unlawful activities, confiscating illegal gains and fines. The business operators may be ordered to suspend business for rectification, or have their business licenses revoked if the circumstances are severe.

Regulations Relating to Intellectual Property Rights

The PRC has adopted comprehensive legislation governing intellectual property rights, including copyrights, patents, trademarks, and domain names.

Copyright in China, including copyrighted software, is principally protected under the Copyright Law which was promulgated by Standing Committee of the National People’s Congress on September 7, 1990 and of which the most recent amendment took effect as of June 1, 2021. Under the Copyright Law, PRC citizens, legal persons, or other organizations enjoy copyright over their works which refer to original intellectual achievements in the fields of literature, art, and science which can be expressed in a certain form including written works, oral works, computer software, and other intellectual achievements which comply with the characteristics of the works, whether published or not. The term of protection for copyrighted software is 50 years.

In addition, the Regulations on the Protection of Rights to Information Network Communication, which was promulgated by the State Council on May 18, 2006 and amended on January 30, 2013, provides specific rules on fair use, statutory license, and a safe harbor for use of copyrights and copyright management technology and specifies the liabilities of various entities for violations, including copyright holders, libraries, and internet service providers. The Computer Software Copyright Registration Procedures, which was promulgated by the State Copyright Bureau on February 20, 2002, applies to software copyright registration, license contract registration, and transfer contract registration.

Patent

According to the PRC Patent Law, which was promulgated by the Standing Committee of the National People’s Congress on March 12, 1984 and most recently amended on October 17, 2020, patent protection is divided into three categories, namely, invention patents, utility model patents, and design patents. Invention patents are valid for twenty years from the date of application, while design patents are valid for fifteen years from the date of application and utility patents are valid for ten years from the date of application. To be patentable, invention or utility models must meet three criteria: novelty, inventiveness, and practicability. Once an invention patent, or an utility model patent is granted, unless otherwise permitted by law, no individual or entities are permitted to engage in the manufacture, use, sale, or import of the product protected by such patent or otherwise engage in the manufacture, use, sale, or import of the product directly derived from applying the production technology or method protected by such patent, without consent of the patent holder, otherwise, the use will constitute an infringement of the patent rights.

Trademark

Registered Trademarks are protected by the PRC Trademark Law which was adopted by the Standing Committee of the National People’s Congress on August 23, 1982 and most recently amended on April 23, 2019 as well as the Implementation Regulation of the PRC Trademark Law which was adopted by the State Council on August 3, 2002 and amended on April 29, 2014. The Trademark Office of the National Intellectual Property Administration under the SAMR handles trademark registrations and grants a term of ten years to registered trademarks which may be renewed for consecutive

ten-year

periods upon request by the trademark owner. For licensed use of a registered trademark, the licensor shall file record of the licensing of the said trademark with the Trademark Office, otherwise it may not defend against a bona fide third party. The PRC Trademark Law has

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adopted a

“first-to-file”

principle with respect to trademark registration. Where a trademark for which a registration has been made is identical or similar to another trademark which has already been registered or been subject to a preliminary examination and approval for use on the same kind of or similar commodities or services, the application for registration of such trademark may be rejected. Any person applying for the registration of a trademark may not prejudice the existing right first obtained by others, nor may any person register in advance a trademark that has already been used by another party and has already gained a “sufficient degree of reputation” through such party’s use.

Under PRC law, any of the following acts will be deemed as an infringement to the exclusive right to use a registered trademark: (i) use of a trademark that is the same as or similar to a registered trademark for identical or similar goods without the permission of the trademark registrant; (ii) sale of any goods that have infringed the exclusive right to use any registered trademark; (iii) counterfeit or unauthorized production of the label of another’s registered trademark, or sale of any such label that is counterfeited or produced without authorization; (iv) change of any trademark of a registrant without the registrant’s consent, and selling goods bearing such replaced trademark on the market; or (v) other acts that have caused any other damage to another’s exclusive right to use a registered trademark.

According to the PRC Trademark Law, in the event of any of the foregoing acts, the infringing party will be ordered to stop the infringement immediately and may be imposed a fine; the counterfeit goods will be confiscated. The infringing party may also be held liable for the right holder’s damages, which will be equal to the losses suffered by the right holder as a result of the infringement, including reasonable expenses incurred by the right holder for stopping the infringement, or the gains obtained by the infringing party if the losses are difficult to be ascertained.

Domain Names

Domain names are protected under the Administrative Measures on the Internet Domain Names which was promulgated by the MIIT on August 24, 2017 and became effective on November 1, 2017. The MIIT is the major regulatory body responsible for the administration of the PRC internet domain names, under supervision of which the China Internet Network Information Center, is responsible for the daily administration of .cn domain names and Chinese domain names. The China Internet Network Information Center adopts the “first to file” principle with respect to the registration of domain names. On November 27, 2017, the MIIT promulgated the Notice of the Ministry of Industry and Information Technology on Regulating the Use of Domain Names in Providing Internet-based Information Services, which became effective on January 1, 2018. Pursuant to the notice, the domain name used by an internet-based information service provider in providing internet-based information services must be registered and owned by such provider in accordance with the law. If the internet-based information service provider is an entity, the domain name registrant must be the entity (or any of the entity’s shareholders), or the entity’s principal or senior manager.

Regulations Relating to Foreign Currency Exchange and Dividend Distribution

Foreign Exchange

The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations which was promulgated by the State Council on January 29, 1996 and most recently amended on August 5, 2008. Under the Foreign Exchange Administration Regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, may be made in foreign currencies without prior approval from SAFE, by complying with certain procedural requirements. By contrast, approval from or registration with appropriate government authorities or banks is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of foreign currency denominated loans or foreign currency is to be remitted into China under the capital account, such as a capital increase or foreign currency loans to our PRC subsidiaries.

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On August 29, 2008, SAFE promulgated the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142, regulating the conversion by a foreign invested enterprise, or a foreign-invested enterprise, of foreign currency into Renminbi by restricting how the converted Renminbi may be used. SAFE Circular 142 requires that the registered capital of a foreign-invested enterprise settled in Renminbi converted from foreign currencies may only be used for purposes within the business scope approved by the applicable government authority and may not be used for equity investments within China. In addition, SAFE strengthened its oversight of the flow and use of the registered capital of a foreign-invested enterprise settled in Renminbi converted from foreign currencies. The use of such Renminbi capital may not be changed without SAFE’s approval, and may not, in any case, be used to repay Renminbi loans if the proceeds of such loans have not been used. On March 30, 2015, SAFE promulgated the Circular on Reforming the Management Approach Regarding the Foreign Exchange Capital Settlement of Foreign-Invested Enterprises, or SAFE Circular 19, which took effect as of June 1, 2015 and superseded SAFE Circular 142 on the same date, and was partially amended on December 30, 2019. SAFE Circular 19 launched a nationwide reform of the administration of the settlement of the foreign exchange capitals of foreign-invested enterprises and allows foreign-invested enterprises to settle their foreign exchange capital at their discretion, but continues to prohibit foreign-invested enterprises from using the Renminbi converted from their foreign exchange capitals for expenditure beyond their business scopes. On June 9, 2016, SAFE promulgated the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, which took effect on the same date. Pursuant to SAFE Circular 16, foreign-invested enterprises (excluding financial institutions) may go through foreign exchange settlement formalities for their foreign debts at their discretion. Violations of such SAFE circulars could result in severe monetary or other penalties. On October 23, 2019, SAFE issued the SAFE Circular 28, pursuant to which foreign-invested enterprises whose approved business scope does not include equity investments are allowed to use their capital funds obtained from foreign exchange settlement to make domestic equity investments in China, provided that such investments do not violate the Special Administrative Measures for Entrance of Foreign Investment (Negative List) and the target investment projects are genuine and in compliance with laws.

In November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, or SAFE Circular 59, which was most recently amended in December 2019. Pursuant to this circular, the opening of various special purpose foreign exchange accounts, such as

pre-establishment

expenses accounts, foreign exchange capital accounts, and guarantee accounts, the reinvestment of RMB proceeds by foreign investors in China, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may be opened in different provinces, which was not possible previously. In addition, SAFE promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents in May 2013, which was further revised in 2015, 2018, and 2019, which specify that the administration by SAFE or its local branches over direct investment by foreign investors in China shall be conducted by way of registration and banks shall process foreign exchange business relating to the direct investment in China based on the registration information provided by SAFE and its branches.

On January 26, 2017, SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification, which took effect on the same day. This circular sets out various measures to tighten genuineness and compliance verification of cross-border transactions and cross-border capital flow, which include without limitation requiring banks to verify board resolutions, tax filing form, and audited financial statements before wiring foreign-invested enterprises’ foreign exchange distribution above US$50,000, and strengthening genuineness and compliance verification of foreign direct investments.

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Dividend Distribution

The principal regulations governing distribution of dividends of foreign-invested enterprises include the PRC Foreign Investment Law, the Implementation Rules of the PRC Foreign Investment Law, and the Company Law which was issued on December 29, 1993 and most recently amended on October 26, 2018.

Under these laws and regulations, WFOEs in China may pay dividends only out of their accumulated

after-tax

profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, WFOEs in China are required to allocate at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds until these reserves have reached 50% of the registered capital of the enterprises. These reserves are not distributable as cash dividends.

Offshore Financing

SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014, which replaced the former circular commonly known as “SAFE Circular 75” promulgated by SAFE on October 21, 2005. SAFE Circular 37 requires PRC residents to register with local branches of SAFE in connection with their direct or indirect offshore investment activities. Under SAFE Circular 37, (i) a “special purpose vehicle” refers to an offshore entity directly established or indirectly controlled by PRC residents for the purpose of seeking offshore equity financing or making offshore investment, using legitimate domestic or offshore assets or interests owned by such PRC residents; (ii) “round trip investment” refers to the direct investment in China by such PRC residents through the “special purpose vehicle,” including, without limitation, establishing foreign-invested enterprises and using such foreign-invested enterprises to purchase or control onshore assets through contractual arrangements; and (iii) “control” is broadly defined as the operation rights, beneficiary rights or decision-making rights acquired by the PRC residents in the offshore special purpose vehicles or PRC companies by such means as acquisition, trust, proxy, voting rights, repurchase, convertible bonds, or other arrangements. SAFE Circular 37 requires PRC residents to complete a foreign exchange registration of overseas investment with the competent local branches of SAFE before making capital contribution into a special purpose vehicle. SAFE Circular 37 further requires the filing of amendment to the registration in the event of any changes with respect to the special purpose vehicle, including basic information changes such as changes in a PRC resident individual shareholder, name of special purpose vehicle or operation period, and significant changes such as changes in the capital contributed by PRC residents, share transfer or exchange, merger, division, or other material events. On February 13, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, which became effective on June 1, 2015 and was amended on December 30, 2019. After such notice becomes effective, application for foreign exchange registration of inbound foreign direct investment and outbound overseas direct investment, including those required under the SAFE Circular 37, will be filed with qualified banks instead of SAFE. The qualified banks will directly examine the applications and accept registrations under the supervision of SAFE. Beneficial owners of the special purpose vehicle who are PRC citizens are also required to make annual filing with the local banks regarding their overseas direct investment status. If any PRC resident shareholder of the special purpose vehicle fails to make the required registration or to update the previously filed registration, the PRC subsidiaries of the special purpose vehicle may be prohibited from distributing their profits or the proceeds from any capital reduction, share transfer or liquidation to the special purpose vehicle, and the special purpose vehicle also may be prohibited from making additional capital contribution into its PRC subsidiaries.

Stock Incentive Plans

Pursuant to the Administrative Measures for Individual Foreign Exchange, which was promulgated by the People’s Bank of China on December 25, 2006 and became effective on February 1, 2007, all foreign exchange matters involved in employee share ownership plans and share option plans in which PRC citizens participate

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require approval from SAFE or its authorized branch. Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas

non-publicly-listed

companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, or SAFE Notice 7, which was promulgated by SAFE on February 15, 2012, PRC residents or

non-PRC

citizens residing in China for a consecutive period of no less than one year, subject to a few exceptions, who are granted shares or stock options by companies listed on overseas stock exchanges based on the stock incentive plans are required to register with SAFE or its local branches. Pursuant to SAFE Notice 7, PRC residents participating in the stock incentive plans of overseas-listed companies shall retain a qualified PRC agent, which could be a PRC subsidiary of such overseas publicly-listed company or another qualified institution selected by such PRC subsidiary, to conduct SAFE registration and other procedures with respect to the stock incentive plans on behalf of these participants. Such participants must also retain an overseas entrusted institution to handle matters in connection with their exercise of stock options, purchase and sale of corresponding stocks or interests, and fund transfer. In addition, the PRC agents are required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agents or the overseas entrusted institution or other material changes. The PRC agents shall, on behalf of these individuals who have the right to exercise the employee share options, apply to SAFE or its local branches for an annual quota for the payment of foreign currencies in connection with such individuals’ exercise of the employee share options. The foreign exchange proceeds received by such individuals from the sale of shares under the stock incentive plans granted and dividends distributed by the overseas-listed companies must be remitted into the bank accounts in China opened by the PRC agents before distribution to such individuals.

Under the Circular of the State Administration of Taxation on Issues Concerning Individual Income Tax in Relation to Equity Incentives promulgated and became effective on August 24, 2009 by the STA, listed companies and their domestic organizations will, according to the individual income tax calculation methods for “wage and salary income” and stock option income, lawfully withhold and pay individual income tax on such income.

Regulations Relating to Tax

Enterprise Income Tax

The PRC enterprise income tax is calculated based on the taxable income determined under the PRC Enterprise Income Tax Law, which became effective on January 1, 2008 and was most recently amended on December 29, 2018. The PRC Enterprise Income Tax Law imposes a uniform enterprise income tax rate of 25% on all PRC resident enterprises, including foreign-invested enterprises. The PRC Enterprise Income Tax Law and its implementation rules permit “high and new technology enterprises” to benefit from a preferential enterprise income tax rate of 15% subject to these high and new technology enterprises meeting certain qualification criteria.

Moreover, under the PRC Enterprise Income Tax Law, enterprises organized under the laws of jurisdictions outside China with their “de facto management bodies” located within China may be considered PRC resident enterprises and are therefore subject to PRC enterprise income tax at the rate of 25% on their worldwide income. Though the implementation rules of the PRC Enterprise Income Tax Law define “de facto management bodies” as “establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise”, the only detailed guidance currently available for the definition of “de facto management body” as well as the determination of offshore incorporated PRC tax resident status and its administration are set forth in the Circular Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprise on the Basis of De Facto Management Bodies, or Circular 82, and the Administrative Measures for Enterprise Income Tax of Chinese-Controlled Offshore Incorporated Resident Enterprises (Trial), or STA Bulletin 45, both issued by STA, which

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provide guidance on the administration as well as determination of the tax residency status of a Chinese-controlled offshore-incorporated enterprise, defined as an enterprise that is incorporated under the law of a foreign country or territory and that has a PRC company or PRC corporate group as its primary controlling shareholder.

According to Circular 82, a Chinese-controlled offshore-incorporated enterprise will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions set forth in Circular 82 are met: (i) the primary location of the

day-to-day

operational management and the places where they perform their duties are in China; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval of organizations or personnel in China; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions are located or maintained in China; and (iv) 50% or more of voting board members or senior executives habitually reside in China. In addition, STA Bulletin 45 provides clarification on the resident status determination, post-determination administration, and competent tax authorities. It also specifies that when provided with a copy of a PRC resident determination certificate from a resident Chinese-controlled offshore-incorporated enterprise, the payer should not withhold 10% income tax when paying certain

PRC-sourced

income such as dividends, interest and royalties to the Chinese-controlled offshore-incorporated enterprise.

Dividend Withholding Tax

The PRC Enterprise Income Tax Law and the implementation rules provide that an income tax rate of 10% will normally be applicable to dividends payable to investors that are

“non-PRC

resident enterprises,” and gains derived by such investors, which (i) do not have an establishment or place of business in China or (ii) have an establishment or place of business in China, but the relevant income is not effectively connected with the establishment or place of business to the extent such dividends and gains are derived from sources within China. The State Council or a tax treaty between China and the jurisdictions in which the

non-PRC

investors reside may reduce such income tax. Pursuant to an Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation on Income and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%. However, based on the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, issued by STA on February 20, 2009, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily

tax-driven,

such PRC tax authorities may adjust the preferential tax treatment. Based on the Circular on Issues concerning the “Beneficial Owner” in Tax Treaties, issued by STA on February 3, 2018, which became effective on April 1, 2018, a comprehensive analysis shall be conducted based on the factors set out in the present article and in combination with the actual conditions of specific cases, and certain factors which will negatively affect the determination of an applicant’s status as a “beneficial owner” are provided, such as the business activities engaged in by the applicant do not constitute substantive business activities. On October 14, 2019, STA promulgated the Administrative Measures for

Non-Resident

Taxpayers to Enjoy Treatment under Treaties, which became effective on January 1, 2020, provides that

non-PRC

resident enterprises are not required to obtain

pre-approval

from the relevant tax authorities in order to enjoy the reduced withholding tax. Instead,

non-PRC

resident enterprises and their withholding agents may, by self-assessment and on confirmation that the prescribed criteria to enjoy the tax treaty benefits are met, directly apply the reduced withholding tax rate, and include necessary forms and supporting documents in the tax filings, which will be subject to

post-tax

filing examinations by the relevant tax authorities.

Indirect Transfer of Properties

On February 3, 2015, STA issued a Public Notice Regarding Certain Enterprise Income Tax Matters on Indirect Transfer of Properties by

Non-Tax

Resident Enterprises, or STA Public Notice 7. In December 2017,

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Article 13 and Paragraph 2 of Article 8 of STA Public Notice 7 were abolished by Decision of the State Administration of Taxation on Issuing the Lists of Invalid and Abolished Tax Departmental Rules and Taxation Normative Documents effective on December 29, 2017 and the Circular on Issues concerning Withholding of Enterprise Income Tax for

Non-PRC

Resident Enterprises, or the STA Circular 37, effective on December 1,2017, which was amended on June 15, 2018, respectively. By promulgating and implementing these notices, the PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of equity interests in a PRC resident enterprise by a

non-PRC

resident enterprise. Pursuant to the STA Public Notice 7, as amended, in the event that a

non-PRC

re-identified

and recognized as a direct transfer of equities and other properties of the PRC resident enterprise. The STA Public Notice 7, as amended, provides clear criteria for assessment of reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. STA Public Notice 7 also brings challenges to both offshore transferor and transferee (or another person who is obligated to pay for the transfer) of taxable assets. Where a

non-PRC

resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an offshore holding company, which is an Indirect Transfer, the

non-PRC

resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transfer to the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the offshore holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to enterprise income tax, and the transferee or another person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

Issues concerning the withholding of enterprise income tax of the China-sourced income, which refers to income obtained from sources within China by

non-PRC

resident enterprises that (a) do not have an establishment or place of business in China or (b) have an establishment or place of business in China, but the relevant income is not effectively connected with the establishment or place of business in China, shall be subject to the STA Circular 37. China-sourced income includes income from equity investment such as dividend and bonus, income from interest, rental and royalties, income from the property transfer, and other income. Pursuant to the STA Circular 37,

non-PRC

resident enterprises shall pay enterprise income tax in relation to their

China-sourced

income, and the entities which have the direct obligation to make certain payments to a

non-PRC

resident enterprise shall be the relevant tax withholders for such

non-PRC

resident enterprise. The tax withholders shall, within seven days of the day on which the withholding obligation occurs, which is the day when the payment is made in fact or becomes due, declare and remit the withholding tax to the competent tax authority. When declaring and remitting the withholding tax payable, the tax withholders shall complete the Withholding Statement of the PRC for Enterprise Income Tax. In the event that the tax withholder fails to withhold and remit the taxable enterprise income tax for a

non-PRC

resident enterprise, or is unable to perform its obligation mentioned above, the

non-PRC

resident enterprise shall declare and pay enterprise income tax to the competent tax authority, and complete the Withholding Statement of the PRC for Enterprise Income Tax.

Value-Added Tax

On March 23, 2016, the Ministry of Finance and STA jointly issued the Circular on Comprehensively Promoting the Pilot Program of the Collection of Value-Added Taxes in Lieu of Business Taxes. Effective from May 1, 2016, the PRC tax authorities will collect Value-Added Tax, or the VAT, in lieu of business tax on a trial basis within China territory, and in industries such as construction industries, real estate industries, financial industries, and living service industries. On November 19, 2017, the State Council issued the Decision on Abolishing the Provisional Regulation of China on Business Taxes and Amending the Provisional Regulation of China on Value-Added Taxes, pursuant to which, PRC tax authorities will collect VAT in lieu of business taxes

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for all industries where business taxes should have been collected within China territory. Pursuant to the Provisional Regulation of China on Value-Added Taxes, as amended in 2017, entities and individuals that sell goods, provide labor services of processing, repairs or maintenance, or sell services, intangible assets or real property in China, or import goods to China, are subject to VAT at a rate ranging from 6% to 17%.

On April 4, 2018, the Ministry of Finance and STA jointly promulgated the Circular of the Ministry of Finance and the State Administration of Taxation on Adjustment of Value-Added Tax Rates, or Circular 32, which took effect on May 1, 2018. According to Circular 32: (i) for VAT taxable sales or importation of goods originally subject to VAT rates of 17% and 11%, respectively, tax rates are adjusted to 16% and 10%, respectively; (ii) for purchase of agricultural products originally subject to deduction rate of 11%, the deduction rate is adjusted to 10%; (iii) for purchase of agricultural products for the purpose of production and sales or consigned processing of goods subject to the tax rate of 16%, the taxes are calculated at the deduction rate of 12%; (iv) for exported goods originally subject to the tax rate of 17% and export tax refund rate of 17%, the export tax refund rate is adjusted to 16%; and (v) for exported goods and cross-border taxable acts originally subject to the tax rate of 11% and export tax refund rate of 11%, the export tax refund rate is adjusted to 10%. To further reduce VAT, on March 30, 2019, the Ministry of Finance, STA, and the General Administration of Customs jointly promulgated the Announcement on Relevant Policies for Deepening Value-Added Tax Reform, or the STA Announcement 39, which took effect on April 1, 2019. According to the announcement: (i) for VAT taxable sales or importation of goods originally subject to VAT rates of 16% and 10%, tax rates are adjusted to 13% and 9%, respectively; (ii) for purchase of agricultural products originally subject to deduction rate of 10%, the deduction rate is adjusted to 9%; (iii) for purchase of agricultural products for the purpose of production and sales or consigned processing of goods subject to the tax rate of 13%, the taxes are calculated at the deduction rate of 10%; (iv) for exported goods originally subject to the tax rate of 16% and export tax refund rate of 16%, the export tax refund rate is adjusted to 13%; and (v) for exported goods and cross-border taxable acts originally subject to the tax rate of 10% and export tax refund rate of 10%, the export tax refund rate is adjusted to 9%. The STA Announcement 39 took effect on April 1, 2019 and shall be prevail in case of any conflict with existing provisions.

Regulations Relating to Employment Laws

The PRC Labor Law, which became effective on January 1, 1995, and was amended on August 27, 2009 and December 29, 2018, and the PRC Labor Contract Law, which became effective on January 1, 2008 and was amended on December 28, 2012, provide requirements concerning employment contracts between an employer and its employees. Pursuant to the Labor Contract Law, a written labor contract is required when an employment relationship is established between an employer and an employee. An employer is obligated to sign a labor contract with an employee with an indefinite term if the employer continues to employ the employee after two consecutive fixed-term labor contracts. The Labor Contract Law and its implementation rules also require compensation to be paid upon certain terminations. Other labor-related regulations and rules of the PRC stipulate the maximum number of working hours per day and per week as well as the minimum wages. An employer is required to set up occupational safety and sanitation systems, implement the national occupational safety and sanitation rules and standards, educate employees on occupational safety and sanitation, and prevent accidents at work and reduce occupational hazards.

On October 28, 2010, Standing Committee of the National People’s Congress promulgated the PRC Social Insurance Law, which became effective on July 1, 2011 and was amended on December 29, 2018. In accordance with the PRC Social Insurance Law and other relevant laws and regulations, China establishes a social insurance system including basic pension insurance, basic medical insurance, work-related injury insurance, unemployment insurance, and maternity insurance. An employer must pay the social insurance for its employees in accordance with the rates provided under relevant regulations and must withhold the social insurance that should be assumed by the employees. The authorities in charge of social insurance may request an employer’s compliance and impose sanctions if such employer fails to pay and withhold social insurance in a timely manner. Under the Regulations on the Administration of Housing Fund, which was promulgated on April 3, 1999, and was most

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recently amended on March 24, 2019, PRC companies must register with applicable housing fund management centers and establish a special housing fund account in an entrusted bank. Both PRC companies and their employees are required to contribute to the housing funds. An enterprise that fails to make housing fund contributions may be ordered to rectify the noncompliance and pay the required contributions within a stipulated deadline; otherwise, an application may be made to a local court for compulsory enforcement.

C.	Organizational Structure

Corporate Structure

The following diagram illustrates our corporate structure, including our principal subsidiaries and consolidated affiliated entity as of the date of this annual report:

Notes:

(1)	Shareholders of Vipshop E-Commerce include our co-founders and shareholders Eric Ya Shen and Arthur Xiaobo Hong, holding 66.7% and 33.3% of the total equity interests in Vipshop E-Commerce, respectively.

(2)	A consolidated affiliated entity primarily engaged in operating e-commerce platform.

(3)	A subsidiary primarily engaged in warehousing, logistics, product procurement, research and development, technology development, and consulting businesses.

(4)	A subsidiary primarily engaged in product procurement business.

(5)	Subsidiaries primarily engaged in retail businesses and warehousing services in the cities of Jianyang, and Zhaoqing, and the regions around them.

(6)	A subsidiary primarily engaged in software development and information technology support.

(7)	A subsidiary primarily engaged in supplier chain services.

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WFOE, Vipshop China is restricted from holding the licenses that are necessary for our online operation in China. To comply with these restrictions, our Vipshop Online Platform is operated by our consolidated affiliated entities in China. Following our efforts to streamline our contractual arrangements among our consolidated affiliated entities during 2018, 2019, and 2020, we began to use Vipshop

E-Commerce

to operate our main businesses, which had been previously operated by Vipshop Information, without materially altering the substance of our operations. Vipshop

E-Commerce

currently holds the primary licenses necessary to conduct our internet-related operations in China. Most of the business contracts relating to our Vipshop Online Platform previously entered into by Vipshop Information have been replaced with new business contracts entered into by Vipshop

E-Commerce

with relevant third parties. In addition, over 1,400 employees and all material fixed assets of Vipshop Information in connection with customer service were transferred to Vipshop

E-Commerce

in 2018.

Our PRC subsidiaries have entered into three sets of contractual arrangements with our consolidated affiliated entities and their respective shareholders. The one primary set of contractual arrangement that we currently rely on to conduct our main business is entered into by Vipshop China, Vipshop

E-Commerce,

and shareholders of Vipshop

E-Commerce.

The other two sets of contractual arrangements include: (i) one set entered into by Vipshop China, Vipshop Information, and shareholders of Vipshop Information; and (ii) one set entered into by Vipshop China, Pin Jun Tong, and shareholders of Pin Jun Tong. The contractual arrangements enable us to:

•

exercise effective control over our consolidated affiliated entities;

•

receive substantially all of the economic benefits of our consolidated affiliated entities through service fees, which are equal to 100% of our consolidated affiliated entities’ net income and may be adjusted at our PRC subsidiaries’ sole discretion, in consideration for the technical and consulting services provided by our PRC subsidiaries; and

•

have an exclusive option to purchase, or designate one or more person(s) to purchase, all of the equity interests in our consolidated affiliated entities to the extent permitted under PRC laws, regulations and legal procedures.

We do not have any equity interest in our consolidated affiliated entities. However, as a result of contractual arrangements, we are considered the primary beneficiary of our consolidated affiliated entities, and we treat them as our consolidated affiliated entities under U.S. GAAP. We have consolidated the financial results of our consolidated affiliated entities in our consolidated financial statements included in this annual report in accordance with U.S. GAAP.

We face risks with respect to the contractual arrangements with our consolidated affiliated entities and their shareholders. If our consolidated affiliated entities or their shareholders fail to perform their obligations under the contractual arrangements, our ability to enforce the contractual arrangements that give us effective control over the consolidated affiliated entities may be limited. If we are unable to maintain effective control over our consolidated affiliated entities, we would not be able to continue to consolidate their financial results. The revenues generated by our directly owned subsidiaries, apart from revenues earned in respect of the relevant contractual arrangements with our consolidated affiliated entities, are primarily derived from our product promotion activities for brands. In the years ended December 31, 2019, 2020, and 2021, our subsidiaries contributed in aggregate approximately 96.0%, 97.7%, and 97.4%, respectively, of our total consolidated net revenues, exclusive of revenues derived from our consolidated affiliated entities. As of December 31, 2019, 2020, and 2021, our holding company and our subsidiaries accounted for an aggregate of 78.7%, 91.9%, and 90.8%, respectively, of our consolidated total assets (excluding assets attributable to transactions with our consolidated affiliated entities).

For a detailed description of the regulatory environment that necessitates the adoption of our corporate structure, see “Item 4.B. Information on the Company—Business Overview—Regulation.” For a detailed description of the risks associated with our corporate structure, see “Item 3.D. Key Information—Risk Factors—Risks Relating to Our Corporate Structure.”

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Contractual Arrangements Relating to Our Consolidated Affiliated Entities

The following is a summary of the material provisions of the agreements for our three sets of contractual arrangements, each among our applicable WFOE, our applicable consolidated affiliated entity, and the shareholders of the applicable consolidated affiliated entity.

As of the date of this annual report, the equity holding structures of each of our consolidated affiliated entities are as follows:

•

Eric Ya Shen and Arthur Xiaobo Hong hold 66.7% and 33.3% of Vipshop

E-Commerce,

respectively;

•

Eric Ya Shen and Arthur Xiaobo Hong hold 99.2% and 0.8% of Vipshop Information, respectively; and

•

Eric Ya Shen and Arthur Xiaobo Hong hold 65% and 35% of Pin Jun Tong, respectively.

Agreements that Provide Us Effective Control over Our Consolidated Affiliated Entities

Equity Interest Pledge Agreements

. Under each equity interest pledge agreement among our applicable WFOE, our applicable consolidated affiliated entity, and the shareholders of the applicable consolidated affiliated entity, the shareholders of the applicable consolidated affiliated entity pledge all of their equity interests in the applicable consolidated affiliated entity to the applicable WFOE to guarantee the applicable consolidated affiliated entity’s and its shareholders’ performance of the relevant obligations under the exclusive business cooperation agreement, exclusive option agreement, and loan agreement. If any stipulated event of default occurs, including the failure by the applicable consolidated affiliated entity or its shareholders to perform relevant contractual obligations under the exclusive business cooperation agreement, exclusive option agreement, or loan agreement, the applicable WFOE, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interests. Without the applicable WFOE’s prior written consent, shareholders of the applicable consolidated affiliated entity cannot transfer or otherwise dispose of, or create or allow the creation of, any encumbrance on the pledged equity interests. The equity interest pledge agreement will remain in full force and effect until all of the obligations of the applicable consolidated affiliated entity and its shareholders under the exclusive business cooperation agreement, exclusive option agreement, and loan agreement have been duly performed or terminated. We have completed registering the pledge of the equity interests in our consolidated affiliated entities with the local branches of the SAMR.

Exclusive Option Agreements

. Under each exclusive option agreement among our applicable WFOE, our applicable consolidated affiliated entity, and the shareholders of the applicable consolidated affiliated entity, the shareholders of the applicable consolidated affiliated entity grant the applicable WFOE an exclusive option to purchase, or designate one or more person(s) to purchase, all or part of their respective equity interests in the applicable consolidated affiliated entity at a purchase price equal to the higher of: (i) the amount of registered capital actually contributed by the shareholders; or (ii) a minimum price permitted by applicable PRC laws. The applicable WFOE may exercise the option by issuing a written notice to the shareholders of the applicable consolidated affiliated entity. Without the applicable WFOE’s written consent, the applicable consolidated affiliated entity and its shareholders may not transfer, sell, pledge, or otherwise dispose of, or create any encumbrance on, any assets, business, or equity or beneficiary interests of the applicable consolidated affiliated entity. This agreement will remain in full force and effect for a term of ten years from the date of execution, and may be extended for a period to be determined by the applicable WFOE.

Powers of Attorney

. Each shareholder of our consolidated affiliated entity has signed an irrevocable power of attorney. Under the powers of attorney, each shareholder of our consolidated affiliated entity has irrevocably appointed the applicable WFOE as his

attorney-in-fact

to act on his behalf and exercise all of his rights as a shareholder of the applicable consolidated affiliated entity, including the right to attend shareholder meetings, to exercise voting rights, to appoint directors and senior management of the applicable consolidated affiliated entity, and to effect transfers of all or part of their equity interests in the applicable consolidated affiliated entity pursuant to the equity interest pledge agreements and exclusive option agreements. The applicable WFOE has the

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right to appoint any individual or entity to exercise the power of attorney on its behalf. Each power of attorney will remain in full force and effect until the shareholder ceases to hold any equity interests in the applicable consolidated affiliated entity.

Agreements that Transfer Economic Benefits to Us

Exclusive Business Cooperation Agreements

. Under each exclusive business cooperation agreement between the applicable WFOE and the applicable consolidated affiliated entity, the applicable consolidated affiliated entity agrees to engage the applicable WFOE as its exclusive provider of technical, consulting, and other services in relation to its business operations. In consideration of such services, the applicable consolidated affiliated entity will pay to the applicable WFOE service fees that amount to all of the applicable consolidated affiliated entity’s net income. The service fees may be adjusted at the applicable WFOE’s sole discretion based on the services rendered and the operational needs of the applicable consolidated affiliated entity. The applicable WFOE will exclusively own any intellectual property arising from the performance of the exclusive business cooperation agreement. The term of this agreement is ten years from the date of execution, and may be extended for a period to be determined by the applicable WFOE. The applicable WFOE may terminate this agreement at any time by giving 30 days’ prior written notice. Generally, the applicable consolidated affiliated entity has no right to terminate this agreement unless the applicable WFOE commits gross negligence or fraud.

Loan Agreements

Under each loan agreement between the applicable WFOE and the shareholders of the applicable consolidated affiliated entity, the applicable WFOE provided loans to the shareholders of the applicable consolidated affiliated entity solely for the purpose of contribution or increase of registered capital or working capital of the applicable consolidated affiliated entity. The applicable WFOE has the sole discretion to determine the method of repayment, including requiring the shareholders of the applicable consolidated affiliated entity to transfer their equity interests in the applicable consolidated affiliated entity to the applicable WFOE or its designated person.

In the opinion of Han Kun Law Offices, our PRC legal counsel:

•

as of the date of this annual report, the ownership structures of our PRC subsidiaries and our consolidated affiliated entities, as described in this annual report, are not in violation of all applicable PRC laws and regulations currently in effect;

•

as of the date of this annual report, the contractual arrangements among our PRC subsidiaries, our consolidated affiliated entities and their respective shareholders that are governed by PRC law are valid, binding and enforceable, and are not in any violation of applicable PRC laws or regulations currently in effect; and

•

as of the date of this annual report, each of our PRC subsidiaries and our consolidated affiliated entities, as described in this annual report, (i) has all necessary corporate power and authority to conduct its business as described in its business scope under its business license; (ii) has its business license in full force and effect; and (iii) is capable of suing and being sued and may be the subject of any legal proceedings in PRC courts. To the best of Han Kun Law Offices’ knowledge after due inquires, none of our PRC subsidiaries, our consolidated affiliated entities or their respective assets is entitled to any immunity, on the grounds of sovereignty, from any action, suit or other legal proceedings; or from enforcement, execution or attachment.

We have been advised by our PRC legal counsel, however, that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules. Accordingly, the PRC regulatory authorities may in the future take a view that is contrary to the above opinion of our PRC legal counsel. We have been further advised by our PRC legal counsel that if the PRC government finds that the

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agreements that establish the structure for operating our online commerce and the distribution of internet content in China do not comply with relevant PRC government restrictions on foreign investment in value-added telecommunication, we could be subject to severe penalties, including being prohibited from continuing operations. See “Item 3.D. Key Information—Risk Factors—Risks Relating to Our Corporate Structure—Substantial uncertainties and restrictions exist with respect to the interpretation and application of PRC laws and regulations relating to online commerce and provision of internet content in China. If the PRC government finds that the structure we have adopted for our business operations does not comply with PRC laws and regulations, we could be subject to severe penalties, including shut-down of our Vipshop Online Platform.” And “Item 3.D. Key Information—Risk Factors—Risks Relating to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us.”

D.	Property, Plants and Equipment

We are headquartered in Guangzhou. In the second half of 2015, we purchased property in Pazhou, Guangzhou, and started constructing our new office headquarters of approximately 170,000 square meters in 2016, which was completed in 2020. We have moved into the new office headquarters in October 2020. In addition to the office headquarters in Guangzhou, as of December 31, 2021, we had over 38,000 square meters of office space and 3.4 million square meters of warehouse space across China, of which 3.3 million square meters of warehouse space is owned by our company.

A summary of our owned and leased properties as of December 31, 2021 is shown below:


Location/Business	Space		Usage of Property
	(in square meters)
Guangzhou—Owned		168,519	Office space
Guangzhou—Leased		10,777	Office space
Shanghai—Owned		18,385	Office space
Other cities in China—Owned		3,646	Office space
Other cities in China—Leased		5,712	Office space
Sub-total		207,039
China Domestic—Owned (1)		3,303,357	Logistics centers
China Domestic—Leased (1)		56,648	Logistics centers
Sub-total		3,360,005
China Domestic—Owned		1,102,035	Retail property for Shan Shan Outlets
China Domestic—Leased		8,025	Office space and warehouses for Shan Shan Outlets
Sub-total		1,110,060
China Domestic—Leased		213,107	Retail property for Vipshop offline stores
China Domestic—Leased		89,491	Retail property for Vipmaxx offline stores
China Domestic—Leased		136,764	Retail property for city outlet
Sub-total		439,362
Guangzhou—Owned		6,293	General operational purposes

Notes:

(1)	Includes bonded warehouses under customs supervision in mainland China.

Our servers are hosted at leased internet data centers owned by leading PRC telecommunications carriers. We typically enter into leasing and hosting service agreements that are renewable from year to year. We believe that our existing facilities are sufficient for our near term needs. Some of these lease agreements include terms of renewal for periods ranging from one to five years upon expiry of their respective original lease terms, without purchase options or escalation clause. If these lease agreements are not renewed, we are obligated to remove the facilities constructed under certain of our warehouse space lease contracts, although we believe such related removal costs is likely to be insignificant.

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ITEM 4A.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form

20-F.

This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3.D. Key Information—Risk Factors” or in other parts of this annual report on Form

20-F.

A.	Operating Results

We began our operations in August 2008 and have grown significantly since then. In 2019, 2020, and 2021, we fulfilled approximately 566.3 million, 692.4 million and 786.6 million customer orders, respectively, and we generated total net revenues of RMB92.99 billion, RMB101.86 billion, and RMB117.06 billion (US$18.37 billion), respectively. In 2019, 2020, and 2021, we generated net income of RMB3.99 billion, RMB5.92 billion, and RMB4.69 billion (US$736.4 million), respectively. Our net income in 2019, 2020, and 2021 reflected

non-cash

share-based compensation expenses in an aggregate amount of RMB688.1 million, RMB951.0 million, and RMB1,010.0 million (US$158.5 million), respectively.

Our business and operating results are affected by general factors affecting the online retail market in China, including China’s overall economic growth, the increase in per capita disposable income, the growth in consumer spending and retail industry and the expansion of internet penetration. Unfavorable changes in any of these general factors could affect the demand for products we sell and could materially and adversely affect our results of operations.

Our results of operations are also affected by the regulations and industry policies related to the online retail market. Although we have generally benefited from the Chinese government’s policies to encourage economic growth, we are also affected by the complexity, uncertainties and changes in China regulation of the internet industry. Due to PRC legal restrictions on foreign equity ownership of and investment in the online retail sector in China, we rely on contractual arrangements with our consolidated affiliated entities and their shareholders to conduct most of our business in China. We face risks associated with our control over our consolidated affiliated entities, as our control is based upon contractual arrangements rather than equity ownership. For a description of these contractual arrangements, see “Item 4.C. Information on the Company—Organizational Structure.” For a detailed description of the regulatory environment that necessitates the adoption of our corporate structure, see “Item 4.B. Information on the Company—Business Overview—Regulation.” For a detailed description of the risks associated with our corporate structure, see “Item 3.D. Key Information—Risk Factors—Risks Relating to Our Corporate Structure.”

Substantially all of our revenues and workforce are concentrated in China. The

COVID-19

pandemic has resulted in quarantines, travel restrictions, and the temporary closure of business venues and facilities in China from time to time since 2020. Since March 2022, with the new Omicron variant spreading rapidly in certain parts of China, many of the social restrictions and quarantine measures in China have been reintroduced and tightened, and some of the warehousing and logistics networks have experienced disruptions or delays. In addition, the global spread of

COVID-19

COVID-19,

which are highly uncertain and unpredictable.

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Our net income decreased by 20.7% from RMB5.92 billion in 2020 to RMB4.69 billion (US$736.4 million) in 2021. As of December 31, 2021, we had cash and cash equivalents of RMB16.30 billion (US$2.56 billion) and short-term investments of RMB5.38 billion (US$844.5 million). Our short-term investments consist primarily of investments in financial products offered by commercial banks in China with fixed maturity dates ranging from three months to one year. We believe this level of liquidity is sufficient to successfully navigate an extended period of uncertainty. See also “Item 3.D. Key Information—Risk Factors—Risks Relating to Our Business and Industry—Our business, financial condition, and results of operations have been and may continue to be adversely affected by the

COVID-19

pandemic.”

The major factors affecting our results of operations and financial condition are discussed below.

Key Components of Our Results of Operations

Net Revenues

We derive revenues primarily from the sale of products offered on our Vipshop Online Platform. Generally, we offer our customers a right of returning products purchased online for a period of seven days upon receipt of products. The associated revenues are recognized at the point of time when the goods have been accepted by the customers. Our net revenues are recorded net of VAT and related surcharges.

The following table sets forth the key factors that directly affect our net revenues for the periods indicated:


	For the Year Ended December 31,
	2019		2020		2021
Total net revenues (RMB in thousands)		92,994,418		101,858,489		117,059,678
Active customers (in millions)		69.0		83.9		93.9
Total orders (in millions)		566.3		692.4		786.6
Average orders per active customer		8.2		8.3		8.4
GMV (RMB in billions)		148.2		165.0		191.5

Cost of Revenues

Our cost of revenues consists primarily of cost of merchandise sold and inventory write-down. We procure inventory from our brand partners and our inventory is recorded at the lower of cost or net realizable value. Cost of inventory is determined using the weighted average cost method.

Operating Expenses

Our operating expenses consist of (i) fulfillment expenses, (ii) marketing expenses, (iii) technology and content expenses, (iv) general and administrative expenses, and (v) goodwill impairment loss. The following table sets forth the components of our operating expenses both in absolute amount and as a percentage of total net revenues for the periods indicated:


	For the year ended December 31,
	2019				2020				2021
	RMB’000		%		RMB’000		%		RMB’000		US$’000		%
Fulfillment expenses		7,317,706		7.9		6,878,991		6.8		7,652,504		1,200,845		6.5
Marketing expenses		3,323,927		3.6		4,284,274		4.2		5,089,213		798,609		4.3
Technology and content expenses		1,568,107		1.7		1,221,264		1.2		1,517,307		238,099		1.3
General and administrative expenses		4,064,264		4.4		3,748,548		3.7		4,189,690		657,454		3.6
Goodwill impairment loss		278,263		0.2		—		—		—		—		—

Total operating expenses		16,552,267		17.8		16,133,077		15.9		18,448,714		2,895,007		15.7

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Fulfillment expenses

Fulfillment expenses primarily consist of shipping and handling expenses, packaging expenses, and logistics center rental expenses, as well as compensation and benefits of our logistics staff. Our shipping and handling expenses were RMB4.63 billion, RMB4.51 billion and RMB5.24 billion (US$822.1 million) in 2019, 2020, and 2021, respectively. Our fulfillment services utilize regional logistics hubs and rely on high-quality delivery service providers with national coverage. We expect our fulfillment expenses as a percentage of our total net revenue to remain stable in the foreseeable future as we believe it has already achieved a relatively optimal level.

Marketing expenses

Marketing expenses primarily represent advertising expenses incurred in connection with our brand promotional activities, as well as compensation and benefits of our marketing staff. In the foreseeable future, we expect to further optimize our customer acquisition costs and keep marketing expenses at a manageable level.

Technology and content expenses

Technology and content expenses primarily consist of the compensation and benefits of our IT staff, telecommunications expenses, and expenses incurred in creating content for our sales events on our platform, including model fees and professional photography expenses. As we continue to expand our IT capabilities to support our anticipated growth, we expect our technology and content expenses to increase in the foreseeable future.

General and administrative expenses

General and administrative expenses primarily consist of compensation and benefits of our headquarters and administrative staff, rental expenses, costs for professional services, payment processing fees, impairment of warehouses, the provision of assets and severance payments related to the cessation of Pinjun operations, and other administrative and overhead expenses. We expect our general and administrative expenses to remain relatively stable in the foreseeable future.

Goodwill impairment loss

Goodwill impairment loss primarily consists of the impairment of goodwill of Pinjun in 2019. There is no goodwill impairment loss in 2020 or in 2021. A goodwill impairment loss is recognized for the amount by which the carrying amount of a reporting unit, including goodwill, exceeds its fair value, and is limited to the total amount of goodwill allocated to that reporting unit.

Seasonality

Our results of operations are subject to seasonal fluctuations, reflecting a combination of seasonal fluctuations in internet usage and traditional retail seasonality patterns. For example, we generally experience less user traffic and purchase orders during holidays in China, particularly during the Chinese New Year period which occurs in the first quarter of the year, when customers tend to shop less. Furthermore, sales in the retail industry are typically significantly higher in the fourth quarter of the year than in the preceding three quarters.

E-commerce

companies in China hold special promotional campaigns on November 11 and December 12 each year that boost sales in the fourth quarter relative to other quarters, and we hold a special promotional campaign in the fourth quarter of each year to celebrate the anniversary of the founding of our platform. The seasonal trends that we have experienced in the past may not apply to, or be indicative of, our future operating results.

Taxation

Cayman Islands

We are incorporated in the Cayman Islands. Under the current law of the Cayman Islands, we are not subject to income or capital gains tax in the Cayman Islands.

Hong Kong

Our subsidiary incorporated in Hong Kong is subject to a

two-tiered

income tax rate for taxable income earned in Hong Kong, effective on April 1, 2018. The first two million Hong Kong dollars of profits it earns are

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subject to an income tax rate of 8.25%, while the remaining profits continue to be taxed at the existing tax rate, 16.5%. Under Hong Kong tax law, our subsidiary incorporated in Hong Kong is exempted from the Hong Kong income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on the remittance of dividends. Hong Kong income tax was not provided in our consolidated financial statements for the years ended December 31, 2019 and 2021 and was provided for the years ended December 31, 2020, as our Hong Kong subsidiary was in tax loss position in 2019 and 2021 and generated assessable income in 2020.

Mainland China

Our PRC subsidiaries and consolidated affiliated entities are companies incorporated under PRC law and, as such, are subject to enterprise income tax on their taxable income in accordance with the relevant PRC income tax laws. Under the PRC Enterprise Income Tax Law and its implementation rules, both of which became effective on January 1, 2008, and were most recently amended in 2018 and 2019, respectively, a uniform 25% enterprise income tax rate is generally applicable to both foreign-invested enterprises and domestic enterprises, unless they qualify for certain exceptions. Our subsidiaries and the consolidated affiliated entities in China are all subject to the enterprise income tax rate of 25% for the periods presented, except for certain subsidiaries, for example Vipshop (Jianyang)

E-Commerce

Co., Ltd., or Vipshop Jianyang, Chongqing Vipshop

E-Commerce

Co., Ltd., or Vipshop Chongqing, Vipshop (Zhuhai)

E-Commerce

Co., Ltd., or Vipshop Zhuhai and Pinwei Software, that enjoyed the following preferential tax treatment on an annual renewal basis. Vipshop Jianyang and Vipshop Chongqing were classified as “encouraged enterprises in the western regions in an industry sector encouraged by the PRC government” and enjoyed a preferential tax rate of 15%. Vipshop Zhuhai also enjoyed a preferential tax rate of 15% similarly. The term “encouraged enterprise in an industry sector encouraged by the PRC government” as used herein refers to an enterprise incorporated in certain region whose primary business falls into the scopes of the encouraged industries stipulated in the existing related policies, including Catalog of Encouraged Industries in the Western Region (2020 Version), Industrial Restructuring Guidance Catalog, Catalog of Industries for Encouraged Foreign Investment (2020 Version), Circular of the Ministry of Finance and the State Administration of Taxation on the Preferential Enterprise Income Tax Policies and Catalog 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. In 2020, Pinwei Software was classified as a “high tech enterprise” by the local tax authority, which classification will remain valid for three years, and is entitled to a preferential tax rate of 15% pursuant to the PRC Enterprise Income Tax Law.

We evaluate the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2019, 2020, and 2021, we did not have any unrecognized tax benefits. We do not anticipate any significant increase to our liability for unrecognized tax benefit within the next 12 months. We will classify interest and penalties related to income tax matters, if any, in income tax expense.

The amount of tax loss carry forwards of our certain subsidiaries was RMB1.23 billion, RMB1.27 billion, and RMB1.69 billion (US$265.1 million) as of December 31, 2019, 2020, and 2021, respectively. We 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, 2019, 2020, and 2021, respectively, as our management is not able to conclude that the future realization of some of such net operating loss carry forwards is more likely than not.

We had enterprise income tax recoverable of approximately RMB1.9 million (US$0.3 million) as of December 31, 2021. Enterprise income tax recoverable occurred due to the overpaid enterprise income tax for certain PRC subsidiaries during the quarterly filing in 2021 and is expected to be refunded in the final annual tax settlement in May 2022.

As of December 31, 2019, 2020, and 2021, we had VAT recoverable of approximately RMB1.43 billion, RMB907.7 million and RMB745.5 million (US$117.0 million), respectively. VAT recoverable occurs due to

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timing difference on operation of certain entities, as we record the revenue and VAT output when goods are delivered, but VAT input invoice from suppliers may be delayed. We also had VAT tax payable of RMB528.8 million, RMB510.2 million and RMB391.4 million (US$61.4 million) as of December 31, 2019, 2020, and 2021, respectively, included as accrued expenses and other current liabilities. We do not net off VAT recoverable and payable from different entities within our group companies.

For more information on PRC tax regulations, see “Item 4.B. Information on the Company—Regulation—Regulations Relating to Tax” and “Item 10.E. Additional Information—Taxation—People’s Republic of China Taxation.”

Inflation

Inflation in China has not historically materially impacted our results of operations. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for December 2019, 2020, and 2021 in China were increases of 4.5%, 0.2% and 0.9%, respectively. Although we have not been materially affected by inflation since our inception, we cannot assure you that we will not be affected in the future by higher rates of inflation in China.

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Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.


	For the Year Ended December 31,
	2019			2020			2021
	RMB			RMB			RMB			US$
	(in thousands)
Product revenues		88,721,311			97,449,712			111,256,902			17,458,636
Other revenues		4,273,107			4,408,777			5,802,776			910,582

Total net revenues		92,994,418			101,858,489			117,059,678			18,369,218

Cost of revenues (1)		(72,314,190	)		(80,573,181	)		(93,953,121	)		(14,743,295	)

Gross profit		20,680,228			21,285,308			23,106,557			3,625,923

Operating expenses (2)
—Fulfillment expenses (3)		(7,317,706	)		(6,878,991	)		(7,652,504	)		(1,200,845	)
—Marketing expenses		(3,323,927	)		(4,284,274	)		(5,089,213	)		(798,609	)
—Technology and content expenses		(1,568,107	)		(1,221,264	)		(1,517,307	)		(238,099	)
—General and administrative expenses		(4,064,264	)		(3,748,548	)		(4,189,690	)		(657,454	)
—Goodwill impairment loss		(278,263	)		—			—			—

Total operating expenses		(16,552,267	)		(16,133,077	)		(18,448,714	)		(2,895,007	)

Other operating income		645,413			707,855			924,579			145,087

Income from operations		4,773,374			5,860,086			5,582,422			876,003
Impairment loss of investments		(127,589	)		(43,160	)		(414,780	)		(65,088	)
Interest expense		(86,004	)		(67,357	)		(14,461	)		(2,269	)
Interest income		217,027			449,017			671,461			105,367
Exchange loss		(935	)		(160,097	)		(37,052	)		(5,814	)
Investment gain and revaluation of investments		166,932			980,868			85,685			13,446

Income before income taxes and share of income of equity method investees		4,942,805			7,019,357			5,873,275			921,645
Income tax expenses		(983,554	)		(1,130,016	)		(1,222,704	)		(191,869	)
Share of income of equity method investees		27,182			30,015			42,303			6,638

Net income		3,986,433			5,919,356			4,692,874			736,414

Net income/(loss) attributable to non-controlling interests		30,399			(12,399	)		(11,801	)		(1,852	)

Net income attributable to our shareholders		4,016,832			5,906,957			4,681,073			734,562

Notes:

(1)	Excludes shipping and handling expenses, and includes inventory write-down which amounted to RMB347.5 million, RMB554.9 million and RMB35.3 million (US$5.5 million) in the years ended December 31, 2019, 2020, and 2021, respectively.

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(2)	Include share-based compensation expenses as set forth below:


	For the Year Ended December 31,
	2019			2020			2021
	RMB			RMB			RMB			US$
	(in thousands)
Fulfillment expenses		(112,683	)		(100,486	)		(88,985	)		(13,964	)
Marketing expenses		(35,038	)		(16,534	)		(26,834	)		(4,211	)
Technology and content expenses		(180,493	)		(152,234	)		(252,730	)		(39,659	)
General and administrative expenses		(359,869	)		(681,794	)		(641,464	)		(100,660	)

Total		(688,083	)		(951,048	)		(1,010,013	)		(158,494	)

(3)	Include shipping and handling expenses, which amounted to RMB4.63 billion, RMB4.51 billion and RMB5.24 billion (US$822.1 million) in the years ended December 31, 2019, 2020, and 2021, respectively.

Segment Information

The following table sets forth our segment operating results for the years ended December 31, 2019, 2020, and 2021.


	For the Year Ended December 31,
	2019			2020			2021
	RMB			RMB			RMB
Segment Net Revenues
Vip.com		91,435,282			99,324,590			114,189,757
Shan Shan Outlets		245,817			1,151,331			1,579,032
Others		2,638,702			2,904,182			3,202,867
Inter-segment revenues (1)		(1,325,383	)		(1,521,614	)		(1,911,978	)

Total		92,994,418			101,858,489			117,059,678

Segment Income/(Loss) from Operations
Vip.com		5,267,814			6,656,721			6,158,560
Shan Shan Outlets		6,255			187,499			357,602
Others		227,719			2,291			88,065
Unallocated expenses (2)		(728,414	)		(986,425	)		(1,021,805	)

Total		4,773,374			5,860,086			5,582,422

Notes:

(1)

Inter-segment revenues mainly consist of payment processing, inter platform technical services, warehousing rental services and supply chain management services, promotion services provided by Vip.com to internet finance business and internal procurement between offline shops, Shanshan outlets and Vip.com.

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

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The following table sets forth interest income and interest expenses (included in the measurement of segment profit or loss) for the years ended December 31, 2019, 2020, and 2021.


	For the Year Ended December 31,
	2019			2020			2021
	RMB			RMB			RMB
Segment Interest Income
Vip.com		167,550			313,183			528,294
Shan Shan Outlets		11,746			63,282			57,732
Others		54,765			72,552			85,736
Inter-segment interest income		(17,034	)		—			(301	)

Total		217,027			449,017			671,461

Segment Interest Expense
Vip.com		(42,424	)		(61,850	)		(13,864	)
Shan Shan Outlets		(8,989	)		(5,507	)		(597	)
Others		(51,625	)		—			(301	)
inter-segment interest expense		17,034			—			301

Total		(86,004	)		(67,357	)		(14,461	)

The following table sets forth assets information in the reportable segments reviewed by our management.


	For the Year Ended December 31,
	2019		2020		2021
	RMB		RMB		RMB
Segment Assets
Vip.com		37,727,525		44,087,467		46,042,338
Shan Shan Outlets		5,732,260		8,766,027		10,692,051
Others		5,122,893		6,087,320		5,553,152

Total		48,582,678		58,940,814		62,287,541

Our Vip.com segment contributes to a significant majority of our results of operations, which are compared and analyzed on a

year-on-year

basis as follows.

Comparison of 2021 and 2020

Net Revenues

Our total net revenues increased from RMB101.86 billion in 2020 to RMB117.06 billion (US$18.37 billion) in 2021, primarily due to an increase in product revenue from RMB97.45 billion to RMB111.26 billion (US$17.46 billion), as well as an increase in our other revenue from RMB4.41 billion in 2020 to RMB5.80 billion (US$910.6 million) in 2021 following our expansion into other services. The number of our active customers increased from 83.9 million in 2020 to 93.9 million in 2021. The number of our total orders increased from 692.4 million in 2020 to 786.6 million in 2021, primarily due to an increase in the number of active customers. Through our regional logistics hubs, we were able to continue tailoring our product offerings to regional customer demographics and offer additional sales events and SKUs in 2021. 97.9% of the total orders we fulfilled in 2021 were placed by repeat customers, as compared to 97.7% in 2020.

Cost of Revenues

Our cost of revenues increased from RMB80.57 billion in 2020 to RMB93.95 billion (US$14.74 billion) in 2021, primarily due to the significant increase in cost of products sold in line with the increase in our products sales volume.

We recorded RMB554.9 million and RMB35.3 million (US$5.5 million) in inventory write-down in 2020 and 2021, respectively. In addition, inventory write-down as a percentage of costs of goods sold, was 0.7% in

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2020 and 0.04% in 2021. Such write-down primarily reflected the estimated net realizable value of damaged or obsolete inventory. The decrease in write-down from 2020 to 2021 was mainly due to our efforts in improving inventory management.

Gross Profit and Gross Margin

As a result of the foregoing, our gross profit increased from RMB21.29 billion in 2020 to RMB23.11 billion (US$3.63 billion) in 2021. Our gross margin decreased from 20.9% in 2020 to 19.7% in 2021, primarily due to our strategy to reinvest a certain portion of our gross profit into improving customer experience and changing product portfolio.

Operating Expenses

Our operating expenses increased from RMB16.13 billion in 2020 to RMB18.45 (US$2.90 billion) in 2021, primarily due to increases in fulfillment expenses, marketing expenses, technology and content expenses, and general and administrative expenses.

Fulfillment expenses

. Our fulfillment expenses increased from RMB6.88 billion in 2020 to RMB7.65 billion (US$1.20 billion) in 2021. Shipping and handling expenses, the largest component of our fulfillment expenses during these periods, increased from RMB4.51 billion in 2020 to RMB5.24 billion (US$822.1 million) in 2021. The increase in our fulfillment expenses is primarily due to a significant increase in our sales volume and the number of orders. In 2021, we fulfilled over 786.6 million customer orders, as compared to approximately 692.4 million customer orders in 2020. Our fulfillment expenses as a percentage of our total net revenues decreased from 6.8% in 2020 to 6.5% in 2021, primarily due to scale effect associated with the growth in our total revenue and improved efficiency of our regional warehouses.

Marketing expenses

. Our marketing expenses increased from RMB4.28 billion in 2020 to RMB5.09 billion (US$798.6 million) in 2021, primarily attributable to increased investment in advertising activities relating to customer acquisition and retention.

Technology and content expenses.

Our technology and content expenses increased from RMB1.22 billion in 2020 to RMB1.52 billion (US$238.1 million) in 2021, and also slightly increased from 1.2% to 1.3% as a percentage of our total net revenues during the same period, primarily due to our continuing efforts to invest in human capital and advanced technologies.

General and administrative expenses

. Our general and administrative expenses increased from RMB3.75 billion in 2020 to RMB4.19 billion (US$657.5 million) in 2021, primarily due to the expansion of our business and improved employee benefits. Our general and administrative expenses slightly decreased from 3.7% to 3.6% as a percentage of our total net revenues during the same period, primarily due to scale effect associated with the growth in total net revenue.

Goodwill impairment loss

. Our goodwill impairment loss was nil in 2021.

Other Operating Income

Our other operating income amounted to RMB924.6 million (US$145.1 million) in 2021, as compared to RMB707.9 million in 2020. Our other operating income in 2021 was primarily due to income derived from government grants and tax rebates.

Interest Expenses

We incurred RMB14.5 million (US$2.3 million) interest expenses in 2021, as compared to RMB67.4 million in 2020, primarily due to the payment of certain short-term loan with higher interest ratio in the first quarter of 2021.

Interest Income

Our interest income increased from RMB449.0 million in 2020 to RMB671.5 million (US$105.4 million) in 2021, primarily due to the increase of interest bearing investments, such as the deposits and short-term investments in the banks.

Share of Income of Equity Method Investees

Our share of results of equity method investees increased from share of income of RMB30.0 million in 2020 to RMB42.3 million (US$6.64 million) in 2021, which was

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primarily due to the increase of share of income from Sequoia Fashion and Technology Industry Fund Investment Limited Partnership and the equity method investees under Shan Shan Outlets, partially offset by the increase of share of loss from Kunshan Baowei Information Technology Limited and Sichuan VipFubon Consumer Finance Co., Ltd.

Net Income

As a result of the foregoing, we recorded a net income of RMB4.69 billion (US$736.4 million) in 2021, as compared to a net income of RMB5.92 billion in 2020.

Net Income Attributable to

Non-controlling

Interests

We recorded net income attributable to

non-controlling

interests of RMB11.8 million (US$1.9 million) in 2021, as compared to net income attributable to

non-controlling

interests of RMB12.4 million in 2020, which was primarily due to the increase of net loss attributable to

non-controlling

shareholders of city outlets.

Comparison of 2020 and 2019

Net Revenues

Our total net revenues increased from RMB92.99 billion in 2019 to RMB101.86 billion in 2020, primarily due to an increase in the number of active customers as 96.7% of our net revenues are from product revenue, and the fluctuation of other revenue between 2020 and 2019 was not material. The number of our active customers increased from 69.0 million in 2019 to 83.9 million in 2020. The number of our total orders increased from 566.3 million in 2019 to 692.4 million in 2020, primarily due to an increase in the number of active customers. Through our regional logistics hubs, we were able to continue tailoring our product offerings to regional customer demographics and offer additional sales events and SKUs in 2020. 97.7% of the total orders we fulfilled in 2020 were placed by repeat customers, as compared to 97.6% in 2019.

Cost of Revenues

Our cost of revenues increased from RMB72.31 billion in 2019 to RMB80.57 billion in 2020, primarily due to the significant increase in cost of products sold in line with the increase in our products sales volume.

We recorded RMB347.5 million and RMB554.9 million in inventory write-down in 2019 and 2020, respectively. In addition, inventory write-down as a percentage of costs of goods sold, was 0.5% in 2019 and 0.7% in 2020. Such write-down primarily reflected the estimated net realizable value of damaged or obsolete inventory. The increase in write-down from 2019 to 2020 was mainly due to the increase in the volume of aged inventory in our offline stores as a result of the

COVID-19.

Gross Profit and Gross Margin

As a result of the foregoing, our gross profit increased from RMB20.68 billion in 2019 to RMB21.29 billion in 2020. Our gross margin decreased from 22.2% in 2019 to 20.9% in 2020, primarily due to (i) implementation of free shipping on orders over RMB88, which in turn reduced our shipping revenues included as part of our net revenues, and the introduction of certain new discount privileges of our Super VIP Membership program and our strategy to increase discounts and coupons during promotional events, and (ii) increase in inventory write-down due to the temporary inventory backlog in offline stores during the

COVID-19

pandemic as described above.

Operating Expenses

Our operating expenses decreased from RMB16.55 billion in 2019 to RMB16.13 billion in 2020, primarily due to decreases in fulfillment expenses, technology and content expenses, and general and administrative expenses, partially offset by the increase in marketing expenses:

Fulfillment expenses

. Our fulfillment expenses decreased from RMB7.32 billion in 2019 to RMB6.88 billion in 2020. Our fulfillment expenses as a percentage of our total net revenues decreased from 7.9% in 2019 to 6.8% in 2020. Shipping and handling expenses, the largest component of our fulfillment expenses during these periods, decreased from RMB4.63 billion in 2019 to RMB4.51 billion in 2020. The decrease in our fulfillment expenses is primarily due to optimized logistics through outsourcing all the deliveries

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of our orders to third-party delivery partners with national coverage in 2020 and order fulfillment arrangements such as more employment of JITX model.

•

Marketing expenses

. Our marketing expenses was increased from RMB3.32 billion in 2019 to RMB4.28 billion in 2020, primarily attributable to increased investment in advertising activities relating to customer acquisition and retention.

•

Technology and content expenses

. Our technology and content expenses decreased from RMB1.57 billion in 2019 to RMB1.22 billion in 2020, primarily due to decrease in the number of personnel in our IT department. In the past two years, it was our strategy to focus on the online discount retail as its core business, and therefore reduced headcounts in certain

non-core

business areas in order to improve operating efficiency. Our technology and content expenses also decreased from 1.7% to 1.2% as a percentage of our total net revenues during the same period, primarily due to scale effect associated with the rapid growth in total net revenue and the aforementioned decrease in IT personnel.

•

General and administrative expenses

. Our general and administrative expenses decreased from RMB4.06 billion in 2019 to RMB3.75 billion in 2020, primarily due to severance payments and impairment of assets related to the discontinuation of Pinjun in 2019, partially offset by (i) an increase in share-based compensation derived from options granted to executives in January 2020, and (ii) an increase in general and administrative expenses of Shan Shan Outlets since its acquisition during the third quarter of 2019.

•

Goodwill impairment loss

. Our goodwill impairment loss was nil in 2020.

Other Operating Income

Our other operating income amounted to RMB707.9 million in 2020, as compared to RMB645.4 million in 2019. Our other operating income in 2020 was primarily due to income derived from tax rebates.

Interest Expenses

We incurred RMB67.4 million interest expenses in 2020, as compared to RMB86.0 million in 2019, primarily due to the decrease in interest expenses for the securitization debt as it was paid off in the second and third quarter of 2019.

Interest Income

Our interest income increased from RMB217.0 million in 2019 to RMB449.0 million in 2020, primarily due to the increase of interest bearing investments, such as the deposits and short-term investments in the banks.

Share of Income of Equity Method Investees

Our share of results of equity method investees increased from share of income of RMB27.2 million in 2019 to share of income of RMB30.0 million in 2020, which was primarily due to the increase of share of income from Shan Shan Outlets, partially offset by the increase of share of loss from Shenzhen Tencent Puhe Limited Partnership and Sequoia Fashion and Technology Industry Fund Investment Limited Partnership.

Net Income

As a result of the foregoing, we recorded a net income of RMB5.92 billion in 2020, as compared to a net income of RMB3.99 billion in 2019.

Net (Income)/Loss Attributable to

Non-controlling

Interests

We recorded net income attributable to

non-controlling

interests of RMB12.4 million in 2020, as compared to net loss attributable to

non-controlling

interests of RMB30.4 million in 2019, which was primarily due to (i) net income/loss attributable to

non-controlling

shareholders of Shan Shan Outlets changed from a loss of RMB3.1 million to an income of RMB15.1 million, mainly attributable to the acquisition of Shanjing Business Management (Ningbo) Co., Ltd. in 2020, and (ii) the net income attributable to

non-controlling

shareholders of Pinjun changed from net loss in 2019 to net income in 2020, as a result of termination of Pinjun, our delivery service unit.

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B.	Liquidity and Capital Resources

As of December 31, 2020 and 2021, we had RMB12.81 billion (US$2.0 billion) and RMB17.17 billion (US$2.69 billion), respectively, in cash, cash equivalents and restricted cash. We had short-term investments with an aggregate outstanding amount of RMB5.38 billion (US$844.5 million) as of December 31, 2021. Our cash and cash equivalents primarily consist of cash on hand, short-term bank demand deposits and highly liquid investments with maturities of less than three months. We also procured several bank borrowings in an aggregate amount of RMB1.98 billion (US$310.0 million) and had unutilized banking facilities in an amount of RMB2.53 billion (US$396.1 million) as of December 31, 2021. We believe that our current cash, cash equivalents, and our anticipated cash flows from operations will be sufficient to meet our anticipated working capital requirements and capital expenditures for the next 12 months. However, we may need additional capital in the future to fund our continued operations.

As of December 31, 2020 and 2021, our cash, cash equivalents, restricted cash and short-term investments are held in the following currency denominations and jurisdictions in which our subsidiaries domiciled:


	As of December 31,
	2020								2021
	Subsidiaries in PRC (1)		Subsidiaries in HK and Other Regions		Subsidiary in USA		Total		Subsidiaries in PRC (1)		Subsidiaries in HK and Other Regions		Subsidiary in USA		Total
Currency Denomination	(in thousands)
RMB		19,930,187		14,816		—		19,945,003		22,133,077		241,795		—		22,374,872
US$		96,768		33,750		5,054		135,572		47,592		59,821		54,904		162,317
Others		6,358		53,107		—		59,465		2,650		13,048		—		15,698

Total		20,033,313		101,673		5,054		20,140,040		22,183,319		314,664		54,904		22,552,887

Note:

(1)	Also include our consolidated affiliated entities in China.

As of December 31, 2020 and 2021, our cash, cash equivalents and restricted cash held by our consolidated affiliated entities and subsidiaries in China are as follows:


	As of December 31,
	2020		2021
	RMB		RMB		US$
	(in thousands)
Cash, Cash Equivalents and Restricted Cash
Consolidated affiliated entities in China		1,671,208		2,241,459		351,734
Subsidiaries in China		11,033,386		14,511,079		2,281,728

Total		12,704,594		16,752,538		2,633,462

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As of December 31, 2020 and 2021, our short-term investments held by our consolidated affiliated entities and which consisted of our consolidated VIEs and other entities in China are as follows:


	As of December 31,
	2020		2021
	RMB		RMB		US$
	(in thousands)
Short-term Investments:
Consolidated affiliated entities in China		1,051,966		791,814		124,253
Subsidiaries in China		6,276,753		4,589,804		720,240

Total		7,328,719		5,381,618		844,493

The PRC government authorities impose controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currencies out of China. We receive substantially all of our revenues in Renminbi. Under our current corporate structure, our company in the Cayman Islands may rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade- and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, our WFOEs in China are able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends out of China complies with certain procedures under PRC foreign exchange regulations, such as the requirement of outbound overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents. But approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currencies and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. There is no requirement on U.S. investors to complete registration or obtain approval from appropriate government authorities before they can receive dividend payments from our Cayman company. The PRC government may also in the future in its discretion restrict access to foreign currencies for current account transactions. If the PRC foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.

The following table sets forth a summary of our cash flows for the periods indicated:


	For the Year Ended December 31,
	2019			2020			2021
	RMB			RMB			RMB			US$
	(in thousands)
Net cash from operating activities		12,290,183			11,820,444			6,744,644			1,058,382
Net cash used in investing activities		(8,240,560	)		(6,695,043	)		(2,326,489	)		(365,076	)
Net cash used in financing activities		(6,256,700	)		(20,839	)		(58,788	)		(9,225	)
Effect of exchange rate changes		(112,110	)		(12,526	)		581			90
Cash, cash equivalents and restricted cash at beginning of year		10,038,472			7,719,285			12,811,321			2,010,376
Cash, cash equivalents and restricted cash at end of year		7,719,285			12,811,321			17,171,269			2,694,547

Operating Activities

Net cash from operating activities amounted to RMB6.74 billion (US$1.06 billion) in 2021, which was primarily attributable to a net income of RMB4.69 billion (US$736.4 million), adjusted for certain

non-cash

expenses consisting primarily of (i) share-based compensation expenses of RMB1.01 billion (US$158.5 million),

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and (ii) depreciation of property and equipment of RMB1.10 billion (US$172.1 million), attributable to increases in warehouse and outlets, (iii) impairment loss of equity method investees and other investments of RMB414.8 million (US$65.1 million). The adjustment for changes in operating assets and liabilities primarily reflected (i) an decrease in accounts payable of RMB1.94 billion (US$304.7 million), primarily due to the acceleration in settlement with supplier along with the more prudent procurement strategy, (ii) an decrease in inventories of RMB917.4 million (US$144.0 million) due to our efforts in improving our inventory management, (iii) an increase in advances from customers and accrued expenses and other current liabilities of RMB533.9 million (US$83.8 million), primarily due to the growth in our business.

Net cash from operating activities amounted to RMB11.82 billion in 2020, which was primarily attributable to a net income of RMB5.92 billion, adjusted for certain

non-cash

expenses consisting primarily of

(i) share-based

compensation expenses of RMB951.0 million, (ii) depreciation of property and equipment of RMB970.1 million, attributable to increases in warehouse and outlets, (iii) inventory write-down of RMB554.9 million, (iv) investment gain and revaluation of investments of RMB293.1 million, primarily due to the market to market adjustments of changes of the fair values of investments,

(v) non-cash

lease expenses of RMB403.9 million, and (vi) changes in operating assets and liabilities, and gain on disposal of other investments of RMB351.9 million reclassified to investing activities. The adjustment for changes in operating assets and liabilities primarily reflected (i) an increase in accounts payable of RMB1.39 billion, primarily due to the increase in amounts received on behalf of third-party merchants along with the expansion of platform sales, (ii) a decrease in account receivables of RMB988.1 million, primarily due to the down-scale of our internet financing business, (iii) an increase in inventories of RMB527.2 million to support the increase in sales volume and develop the offline shops, (iv) a decrease in other receivables and prepayments of RMB727.4 million, primarily due to the decrease in the input tax to be deducted as a result of our taxation arrangements, and (v) an increase in accrued expenses and other current liabilities of RMB1.27 billion, primarily due to the increase in accrued shipping and handling expenses as well as accrued advertising expenses driven by the growth in our business.

Net cash from operating activities amounted to RMB12.29 billion in 2019, which was primarily attributable to a net income of RMB3.99 billion, adjusted for certain

non-cash

expenses consisting primarily of

(i) share-based

compensation expenses of RMB688.1 million, (ii) inventory write-down of RMB347.5 million and provision for allowance for doubtful accounts of RMB229.5 million, (iii) depreciation of property and equipment of RMB830.4 million attributable to increases in warehouse and logistic facilities, (iv) impairment of long-lived assets of RMB537.6 million due to impairment of warehouses, and (v) changes in operating assets and liabilities. The adjustment for changes in operating assets and liabilities primarily reflected (i) a significant decrease in account receivables of RMB4.17 billion, primarily due to the down-scale of our internet financing business, (ii) an increase in accounts payable of RMB1.68 billion and accrued expenses and other current liabilities of RMB1.15 billion, primarily due to the increase in amounts received on behalf of third-party merchants along with the expansion of platform sales and increase in accrued shipping and handling expenses as well as accrued advertising expenses driven by the growth in our business, and (iii) an increase in inventories of RMB2.63 billion to support the increase in sales volume and develop the offline shops.

Investing Activities

Net cash used in investing activities amounted to RMB2.33 billion (US$365.1 million) in 2021, primarily consisting of (i) RMB8.55 billion (US$1.34 billion) used for purchase of short-term investments, offset by RMB10.45 billion (US$1.64 billion) from redemption of short term investments upon maturities, (ii) RMB3.58 billion (US$561.6 million) capital expenditure relating to our construction and expansion of warehouses, land use rights, Shan Shan Outlets , as well as purchases of office and other operating equipment and IT software, offset by an amount of RMB395.1 million (US$62.0 million) from the disposal of property and equipment and land use right and an amount of RMB600.5 million (US$94.2 million) received from disposal of subsidiaries, (iii) RMB760.2 million (US$119.3 million) cash paid for investment in equity method investments and other investments, primarily consisting of investment in private equity fund and other equity method investees, (iv) RMB135.7 million (US$21.3 million) received from loan payments, offset by RMB262.3 million

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(US$41.2 million) cash paid for loan originations, (v) Other investing activities mainly include RMB 500.0 million (US$78.5 million) deposits to Sichuan VipFubon Consumer Finance Co., Ltd as shareholder deposits, and (vi) RMB63.8 million (US$10.0 million) of proceeds from disposal of other investments.

Net cash used in investing activities amounted to RMB6.70 billion in 2020, primarily consisting of (i) RMB14.35 billion used for purchase of short-term investments, offset by RMB9.63 billion from redemption of short term investments upon maturities, (ii) RMB2.27 billion capital expenditure relating to our construction of warehouses and leasehold improvements, as well as purchases of office and other operating equipment, motor vehicles, IT software, and land use rights, (iii) RMB1.60 billion cash paid for investment in equity method investments and other investments, primarily consisting of investment in private equity fund and other equity method investees, (iv) RMB1.12 billion received from loan payments, offset by RMB819.8 million cash paid for loan originations, and (v) RMB1.05 billion of proceeds from disposal of other investments.

Net cash used in investing activities amounted to RMB8.24 billion in 2019, primarily consisting of (i) RMB4.28 billion capital expenditure relating to our construction of warehouses and leasehold improvements, as well as purchases of office and other operating equipment, motor vehicles, IT software, and land use rights, (ii) RMB3.27 billion used for purchase of short-term investments, offset by RMB2.50 billion from redemption of short term investments upon maturities, and (iii) RMB2.75 billion cash paid for acquisition of subsidiaries, net of cash acquired of RMB175.8 million, and (iv) RMB2.76 billion cash paid for loan originations, offset by RMB2.67 billion received from loan payments.

Financing Activities

Net cash used in financing activities amounted to RMB58.8 million (US$9.2 million) in 2021, primarily consisting of (i) RMB4.07 billion (US$638.5 million) of proceeds from bank borrowings and other borrowings, offset by RMB3.12 billion (US$490.3 million) of repayment to bank and other borrowings, (ii) RMB1.94 billion (US$304.2 million) of repurchase of ordinary shares, (iii) RMB461.1 million (US$72.4 million) of capital contributions from

non-controlling

interests shareholders, and (iv) RMB419.8 million (US$65.9 million) of proceeds from issuance of ordinary shares upon exercise of share options.

Net cash used in financing activities amounted to RMB20.8 million in 2020, primarily consisting of RMB2.54 billion of proceeds from bank borrowings and other borrowings, offset by RMB2.69 billion of repayment to bank and other borrowings.

Net cash used in financing activities amounted to RMB6.26 billion in 2019, primarily consisting of (i) RMB4.22 billion of repayment of convertible senior notes, (ii) RMB1.82 billion of proceeds from bank borrowings and other borrowings, offset by RMB2.61 billion of repayment to bank and other borrowings, and (iii) RMB969.0 million of repayment of securitization debt.

Capital Expenditures

Our capital expenditures paid to acquire property and equipment and land use rights amounted to RMB4.28 billion, RMB2.27 billion, and RMB3.58 billion (US$561.6 million) in the years ended December 31, 2019, 2020, and 2021, respectively. Out of the foregoing capital expenditures, we paid RMB974.5 million, RMB34.6 million and RMB846.2 million (US$132.8 million) in the years ended December 31, 2019, 2020, and 2021, respectively, to acquire the land use rights of certain land located in China. Our capital expenditures were primarily for construction and expansion of warehouses, land use rights, Shan Shan Outlets and other logistic infrastructure from 2019 through 2021. We expect our capital expenditures to increase in 2022.

Holding Company Structure

Vipshop Holdings Limited is a holding company with no material operations of its own. We conduct our operations primarily through our wholly-owned subsidiaries and our consolidated affiliated entities in China. As

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a result, our ability to pay dividends depends upon dividends paid by our wholly-owned subsidiaries. If our wholly-owned subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly-owned subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our wholly-owned PRC subsidiaries and our consolidated affiliated entities is required to set aside at least 10% of its

after-tax

profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. We set aside amounts of RMB184.2 million, RMB61.9 million and RMB87.1 million (US$13.7 million) to the general reserve during the years ended December 31, 2019, 2020, and 2021, respectively.

Material Cash Requirements

Other than the ordinary cash requirements for our operations, our material cash requirements as of December 31, 2021 and any subsequent interim period primarily include our operating lease obligations, capital expenditure commitments, purchase of services, debt obligations, and cash requirements for potential investments.

Our operating lease obligations primarily consist of the commitments under the lease agreements that expire at various dates from January 2022 through December 2034 for our office spaces, offline stores and certain equipment.

Our debt obligations primarily consist of the principal amount and cash interests in connection with banks and other loans from a related party and a third party.

Our capital expenditure commitments primarily consist of contracted future purchases of property and equipment.

We are commit to purchasing services from one of our related parties at an annual amount of US$20.0 million (approximately RMB127.5 million) in 2022.

In October 2019, we agreed to invest, in the capacity of a passive investor, up to RMB2.00 billion in a private equity fund. As of December 31, 2021, the outstanding amount of our committed contribution to the fund under this agreement was RMB1.52 billion (US$238.5 million). We will make further investment from time to time upon capital calls by the fund manager of the fund.

During the years ended December 31, 2020 and 2021, we acquired several limited partnership funds. As of December 31, 2021, our total contribution to these funds amounted to RMB243.7 million and there is a remaining investment commitment of RMB189.3 million (US$29.7 million). We will make further investment from time to time upon capital calls by the general partnership of these private equity funds.

We intend to fund our existing and future material cash requirements with our existing cash balance and other financing alternatives. We will continue to make cash commitments, including capital expenditures, to support the growth of our business.

As of December 31, 2021, we have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any unconsolidated third parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

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The following table sets forth our minimum contractual obligations as of December 31, 2021.


	Payment Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in RMB’000)
Operating lease obligations		1,488,103		297,498		571,175		182,767		436,663
Short-term debt obligations		2,125,124		2,125,124		—		—		—
Capital expenditures commitment		765,700		618,704		140,329		6,667		—
Purchase of services		127.5		127.5		—		—		—

Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2021. While the above indicates our material cash requirements as of December 31, 2021, the actual amounts we are eventually required to pay may be different in the event that any agreements are renegotiated, cancelled or terminated.

C.	Research and Development, Patents and Licenses, etc.

Research and Development

Our systems play an important role in the success of our business, and are designed to enhance A1A28(4) operational efficiency and site scalability. We rely on a combination of our internally developed proprietary technologies, open source solutions, and commercially available licensed technologies to optimize every aspect of our operations for the benefit of our customers and brand partners. The combination of systems is divided into

front-end

and

back-end

modules, both built on top of advanced technologies. Together, they form a reliable technology platform that brings optimized customer experiences and supports efficient business operations.

Our

front-end

Our

back-end

modules, which refer to modules supporting our business operations, mainly include customer service, ERP, warehouse and logistics management, product information management, business intelligence, merchant platform and administration management systems. Our customer service system mainly consists of our customer relationship management system. Our ERP system is customized to integrate our business operations with brand partners on orders, accounting, and product distribution. Our operations system for warehouse and logistics management primarily consists of our warehouse management system, automating our warehouse and logistics operations and allowing us to efficiently manage our inventories, track our products, and deliver the orders to our customers in a timely fashion. We have designed our product information management system to perform a variety of functions. Other than basic product information management, it also offers category, pricing and sales inventory management, and facilitates product lifecycle management for our online and offline businesses. These systems enhance the efficiency of our operations.

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recommendations to customers that are within their price range, suit their brand preference, and are within their categories of interest. We also use customer profiles in various scenarios for our sales initiatives to effectively interact with its customers, such as notification via push method, text messages, and

e-mails,

On site operations, we have developed disaster tolerant systems for our key business modules which include real-time data mirroring, daily data

back-up,

time-to-market.

Our technology and content expenses consist primarily of the compensation and benefits of our IT staff, telecommunications expenses, and expenses incurred in creating content for our sales events on our platform, including model fees and professional photography expenses. We incurred RMB1.57 billion, RMB1.22 billion, and RMB1.52 billion (US$238.1 million) in technology and content expenses in 2019, 2020, and 2021.

Intellectual Property

We regard our trademarks, service marks, domain names, trade secrets, proprietary technologies and similar intellectual property as critical to our success, and we rely on trademark, copyright and trade secret protection laws in China and other jurisdictions, as well as confidentiality procedures and contractual provisions with our employees, partners, service providers, suppliers and others to protect our proprietary rights. As of December 31, 2021, we had been granted 184 patents and submitted 345 patent applications in China, owned 1,944 registered trademarks in China and 118 registered trademarks outside China, 213 copyrights (including copyrights to 182 software products developed by us relating to various aspects of our operations), and 332 registered domain names that are material to our business, including

vip.com

and

vipshop.com

D.	Trend Information

Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year 2021 that are reasonably likely to have a material adverse effect on our total net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

E.	Critical Accounting Estimates

An accounting estimate is considered critical if it requires assumptions to be made based on assumptions about matters that are highly uncertain at the time such estimate is made and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur, could materially impact the consolidated financial statements. We believe that the following accounting estimates involve a higher degree of judgment and complexity in their application of assumptions.

We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the

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most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.

Revenue recognition

We accounted for revenue in accordance with Topic 606, “Revenue from Contracts with Customers.”

Product revenue recognition

We derive a majority of our revenue from online product revenue. We recognize revenue from the sale of apparel, fashion goods, cosmetics, home goods and lifestyle products, and other merchandise through our online platforms, including our internet website and cellular phone application. We recognize 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 or over an agreed-upon installment period. The delivery day estimate was determined based on the average delivery days for sales made during the last month of the reporting period, derived from customer locations and delivery reports. A

one-day

change in the estimated good

in-transit

period would result in an increase or decrease of approximately RMB347.2 million, RMB409.8 million, and RMB492.8 million (US$77.3 million) to our total net revenues in the years ended December 31, 2019, 2020, and 2021.

Return rights

We offer our online sales customers with a right of return for a

seven-day

period upon receipt of the products on sales from our Vipshop Online Platform. We reduce 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. The estimated refund liability contributed 0.2%, 0.3% and 0.3% of the net revenues for the years ended December 31, 2019, 2020 and 2021, respectively.

Inventory write-down

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.

Inventory write-down is estimated based on significant management estimates and assumptions used to determine the write-down percentages that are applied to different aging groups and assess the quality of the merchandise within each category. In determining the write-down percentages on inventories, the Company takes into considerations of factors, such as the inventories’ aging, historical trends, forecasted demands, expected selling prices, and future promotional events. Our inventory write-downs have not been material, and they contributed approximately 0.5%, 0.7% and 0.04% of the cost of sales for the years ended December 31, 2019, 2020 and 2021, respectively.

Valuation of goodwill and assets acquired in business acquisition

Business combinations are accounted for using the acquisition method of accounting, and accordingly, the assets and liabilities of the acquired business are recorded at their respective fair values. The excess of the purchase price over the estimated fair value is recorded as goodwill.

Assigning fair market values to the assets acquired and liabilities assumed at the date of an acquisition requires knowledge of current market values and the values of assets in use, and often requires the application of estimates and assumptions with degree of uncertainty.

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The methodology of fair value valuation incorporates various estimates and assumptions, projected revenue growth rates, profit margins and forecasted cash flows based on discount rates and terminal growth rates as well as replacement cost, market comparable attributed to the uncertainty of the estimate.

Income tax

We are subject to income taxes in PRC and other jurisdictions. We exercise significant judgment and record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, we recognize deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We recognize the deferred income tax effects of a change in tax rates in the period of the enactment.

We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. The recognition of deferred tax assets is based on the assessment of whether it is probable that sufficient taxable profit will be available in the future to utilize the deductible temporary differences and the enacted tax rate will be in effect in the period in which the temporary differences are expected to reverse. This assessment requires estimates of the future financial performance of a particular legal entity or a tax group that has recognized the deferred tax asset. The estimates of the future financial performance and the applicability of preferential tax rates attributed to the uncertainty of the estimate.

We recognize in our consolidated financial statements the benefit of a tax position if the tax position is “more likely than not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement. We estimate our liability for unrecognized tax benefits which are periodically assessed and may be affected by changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and expiration of the statute of limitations. The ultimate outcome for a particular tax position may not be determined with certainty prior to the conclusion of a tax audit and, in some cases, appeal or litigation process. The actual benefits ultimately realized may differ from our estimates. As each audit is concluded, adjustments, if any, are recorded in our consolidated financial statements in the period in which the audit is concluded. Additionally, in future periods, changes in facts, circumstances and new information may require us to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur. As of December 31, 2020 and 2021, we did not have any significant unrecognized uncertain tax positions.

Recent Accounting Pronouncements

For a summary of recently issued accounting pronouncements, see Note 3(aj) to the consolidated financial statements of Vipshop Holdings Limited pursuant to Item 18 of Part III of this annual report.

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ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.	Directors and Senior Management

The following table sets forth information regarding our directors and executive officers as of the date of this annual report. None of our directors or directors of our operating entities are officials of the Chinese Communist Party.


Directors and Executive Officers	Age		Position/Title
Eric Ya Shen		50	Chairman of the Board of Directors, Chief Executive Officer
Arthur Xiaobo Hong		49	Vice Chairman of the Board of Directors, Chief Operating Officer
Martin Chi Ping Lau		49	Director
Jacky Yu Xu		50	Director
Donghao Yang		50	Non-executive Director
Chun Liu (1)		54	Independent Director
Frank Lin (2)		57	Independent Director
Xing Liu (3)		51	Independent Director
Kathleen Chien (1)(2)(3)		52	Independent Director
Nanyan Zheng (1)(2)(3)		53	Independent Director
David Cui		53	Chief Financial Officer
Pengjun Lu		41	Chief Technology Officer
Yizhi Tang		48	Senior Vice President of Logistics

Notes:

(1)	Member of our audit committee.

(2)	Member of our compensation committee.

(3)	Member of our nominating and corporate governance committee.

Pursuant to the currently effective articles of association of our company, our board of directors consists of ten directors, including one director, Mr. Martin Chi Ping Lau, appointed by Tencent. Each of our directors will hold office until the expiration of his or her term and until his or her successor shall have been elected and qualified. There are no family relationships among any of the directors or executive officers of our company.

Biographical Information

Mr.

Eric Ya Shen

is our

co-founder

and has served as the chairman of our board of directors and chief executive officer since our inception in August 2010. He has over 15 years of experience in the distribution of consumer goods and

e-commerce

industry. From 2004 to 2012, Mr. Shen served as the chairman of the board of directors of Guangzhou NEM Import and Export Co., Ltd., a company primarily engaging in the import and export of products. Mr. Shen received an EMBA degree from Cheung Kong Graduate School of Business in Beijing, China in September 2010 and an associate degree in telecommunication from Shanghai Railway College in 1990.

Mr.

Arthur Xiaobo Hong

is our

co-founder

and has served as the vice chairman of our board of directors since January 2011. Mr. Hong has served as our chief operating officer since August 2012. Mr. Hong has over 10 years of experience in the distribution of consumer goods and

e-commerce

industry.

Mr.

Martin Chi Ping Lau

has served as our director since December 2017. Mr. Lau is president and executive director of Tencent Holdings Limited (SEHK: 0700), or Tencent. He joined Tencent in 2005 as the chief strategy and investment officer, and was responsible for corporate strategies, investments, merger and acquisitions and investor relations. In 2006, Mr. Lau was promoted as president of Tencent to manage the

day-to-day

operation of Tencent. In 2007, he was appointed as an executive director of Tencent. Prior to joining Tencent, Mr. Lau was an executive director at Goldman Sachs (Asia) L.L.C.’s investment banking division and

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the chief operating officer of its telecom, media and technology group. Prior to that, he worked at Mckinsey & Company, Inc. as a management consultant. Mr. Lau has served as a

non-executive

director of Kingsoft Corporation Limited (SEHK: 3888) since July 2011, an internet based software developer, distributor and software service provider listed on Hong Kong Stock Exchange, a director of JD.com Inc. (Nasdaq: JD, SEHK: 9618) since March 2014, a major retailer of China listed on the Nasdaq and the Hong Kong Stock Exchange, a director of Tencent Music Entertainment Group (NYSE: TME) since July 2016, an online music entertainment platform in China listed on the NYSE, and a

non-executive

director of Meituan (SEHK: 3690) since October 2017, a company operating a leading Chinese group buying website listed on the Hong Kong Stock Exchange. Mr. Lau received a bachelor of science degree in electrical engineering from the University of Michigan in July 1994, a master of science degree in electrical engineering from Stanford University in July 1995 and an MBA degree from Kellogg Graduate School of Management, Northwestern University in June 1998.

Mr.

Jacky Yu Xu

is an angel investor of our company and has served as our director since January 2011. Mr. Xu is the director of several privately held companies in China. He is

co-founder,

chairman and chief executive officer of Trendy International Group Co., Ltd., an international fashion conglomerate.

Mr.

Donghao Yang

has served as our

non-executive

director since November 2020, and was previously our chief financial officer from August 2011 to November 2020. Mr. Yang has held senior executive and managerial positions in various public companies, including serving as the chief finance officer of Synutra International Inc. (Nasdaq: SYUT), as the chief financial officer of Greater China of Tyson Foods, Inc. (NYSE: TSN), and as a finance director of Asia Pacific of Valmont Industries, Inc. (NYSE: VMI) from October 2003 to March 2007. Mr. Yang has served as a director since July 2020 and the chief financial officer since November 2020 of Yatsen Holding Limited (NYSE: YSG), and an independent director of Xpeng, Inc. (NYSE: XPEV) since August 2020. Mr. Yang received an MBA degree from Harvard Business School in June 2003 and a bachelor’s degree in international economics from Nankai University in July 1993.

Mr.

Chun Liu

has served as our independent director since March 2013. Mr. Chun Liu is currently the senior vice president of Phoenix TV. Prior to joining Phoenix TV in 2018, he worked at Zhong Nan Wen Hua, and was the vice president and chief editor of Soho.com Inc., and chairman of Sohu TV. Earlier in his career, Mr. Liu worked at CCTV, China’s state television broadcaster from 1998 to 2002. As the executive producer of a famous program “News Investigation,” he won an award as the editor of “A Memorandum on

Dragged-out

Constructions.” Mr. Liu has been an independent

non-executive

director of DL Holdings Group Limited (SEHK: 1709) since April 2020 and was a director of Zhongnanhong Cultural Group Co., Ltd. (SZSE: 002445) from May 2016 to August 2018. Mr. Chun Liu previously studied at Cheung Kong Graduate School of Business in Beijing, China. Mr. Liu received a master’s degree in Arts from the Communication University of China in June 1994 and a bachelor’s degree in Chinese from the Anhui Normal University in 1987.

Mr.

Frank Lin

has served as our independent director since January 2011. Mr. Lin is a general partner of DCM, a technology venture capital firm. Prior to joining DCM in 2006, Mr. Lin was chief operating officer of SINA Corporation (Nasdaq: SINA). He

co-founded

SINA’s predecessor, SinaNet, in 1995 and later guided SINA through its listing on Nasdaq. Mr. Lin currently serves on the board of directors of numerous DCM portfolio companies. He has been a director of Kuaishou Technology (SEHK: 1024) since May 2016, China Online Education Group (NYSE: COE) since June 2013, and Tuniu Corporation (Nasdaq: TOUR) since December 2009, and was an independent director of 58.com, Inc. (NYSE: WUBA, delisted) from March 2010 to April 2020. Mr. Lin received an MBA degree from Stanford University in June 1993 and a bachelor’s degree in engineering from Dartmouth College in June 1988.

Mr.

Xing Liu

has served as our independent director since January 2011. Mr. Liu is a currently partner of Sequoia Capital China, which he joined in May 2017. Mr. Liu has served a

non-executive

director of ZTO Express (Cayman) Inc. (NYSE: ZTO, SEHK: 2057) since May 2013 and as a

non-executive

director of China Renaissance Holdings Limited (SEHK: 1911) since June 2020. Mr. Liu served as an independent

non-executive

director of China Online Education Group (NYSE: COE) from July 2014 to April 2019. Mr. Liu received an

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MBA degree from The Wharton School of the University of Pennsylvania in May 2004, a master’s degree in computer engineering from Syracuse University in December 2015, and a bachelor’s degree in management information systems from Fudan University.

Ms.

Kathleen Chien

has served as our independent director since March 2012. Ms. Chien is currently the chief operating officer and acting chief financial officer of 5l job, Inc. (Nasdaq: JOBS), a Nasdaq-listed provider of integrated human resource services in China. Ms. Chien joined 5l job, Inc. in 1999 and served as its chief financial officer from 2004 to March 2009. Ms. Chien received her bachelor’s degree in economics from the Massachusetts Institute of Technology in June 1992 and an MBA degree from the Walter A. Haas School of Business at University of California, Berkeley in May 1996.

Mr.

Nanyan Zheng

has served as our independent director since March 2012. Mr. Zheng is currently the executive chairman of Delonix group, a hospitality group which runs over 700 hotels in China. Mr. Zheng is also a partner and director of Ocean Link, a private equity firm with a focus on China’s consumer, travel and TMT sectors. Besides, Mr. Zheng has been the chairman of Cubic City (China) Service Apartment Group since 2018. Mr. Zheng

co-founded

7 Days Groups Holdings Ltd. (NYSE: SVN, delisted), and served as chief executive officer since October 2004 and as a director since its listing in 2009. Mr. Zheng founded Plateno Group Ltd. in 2013, which wholly owned 7 Days Groups Holdings Ltd. after its privatization and launched a series of new

mid-level

and upscale hotel brands, and served as the chairman of Plateno Group Ltd. from 2013 to 2019.

Mr.

David Cui

has served as our chief financial officer since October 2020. Before joining us, Mr. Cui was the chief financial officer of Huami Corp. (NYSE: HMI) from July 2017 to September 2020, and the chief financial officer of China Digital Video Holdings Limited (SEHK: 8280) from August 2015 to April 2017. Previously, Mr. Cui was the chief financial officer of iKang Healthcare Group, Inc. (Nasdaq: KANG), and was an audit senior manager of Deloitte Touche Tohmutsu, China. Prior to joining Deloitte, Mr. Cui worked in various roles at Symantec Corporation, California, Ernst & Young LLP, California, Health Net, Inc., California (NYSE: HNT), and was employed at various public accounting firms in Canada and the United States. Mr. Cui received a bachelor’s degree in business administration from Simon Fraser University, Canada in September 1997, became a chartered accountant in Canada in February 2000 and became a licensed certified public accountant in the United States in July 2005.

Mr.

Pengjun Lu

has served as our

co-chief

technology officer since November 2020. From March 2018 to September 2020, Mr. Lu served as the chief technology officer of JOYY Inc. (formerly known as YY Inc.) (NASDAQ: YY), where he led the technology department. From October 2017 to March 2020, Mr. Lu worked at the research and development team at Baidu Inc. (NASDAQ: BIDU). From July 2006 to August 2014, Mr. Lu worked at Google and received the Google Founders Award for the QueST project. Mr. Lu received a master’s degree in computer science and technology from Fudan University in June 2006, and a bachelor’s degree in computer science and technology from Wuhan University in June 2003.

Mr.

Yizhi Tang

has served as our senior vice president since November 2012. Before that, Mr. Tang served as our vice president from September 2010 to November 2012. Mr. Tang has over 10 years of experience in the logistics industry. Prior to joining us, Mr. Tang served as an operating director of Best Logistics Technology Co., Ltd. from September 2009 to September 2010. From August 2006 to April 2008, Mr. Tang worked as the senior director of the logistics department of Dangdang.com. Mr. Tang received an MBA degree from Sun

Yat-Sen

University in December 2003 and a bachelor’s degree in air transport management from Nanjing University of Aeronautics and Astronautics in July 1997.

Employment Agreements

We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction

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or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. In such case, the executive officer will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the executive officer’s right to all other benefits will terminate, except as required by any applicable law. We may also terminate an executive officer’s employment without cause upon

one-month

advance written notice. In such case of termination by us, we are required to provide compensation to the executive officer, including severance pay, as expressly required by the applicable law of the jurisdiction where the executive officer is based. The executive officer may terminate the employment at any time with a

one-month

advance written notice if there is any significant change in the executive officer’s duties and responsibilities that is inconsistent in any material and adverse respect with his or her title and position or a material reduction in the executive officer’s annual salary before the next annual salary review, or if otherwise approved by the board of directors.

Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients or the confidential or proprietary information of any third party received by us and for which we have confidential obligations. The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice and to assign all right, title and interest in them to us, and assist us in obtaining patents.

In addition, each executive officer has agreed to be bound by

non-competition

and

non-solicitation

restrictions during the term of his or her employment and for one year following the last date of employment. Specifically, each executive officer has agreed not to (a) approach our clients, customers, contacts or other persons or entities introduced to the executive officer for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (b) assume employment with or provide services to any of our competitors, or engage with, whether as principal, partner, licensor or otherwise, any of our competitors; or (c) seek directly or indirectly, to solicit the services of any of our employees who is employed by us on or after the date of the executive officer’s termination, or in the year preceding such termination.

B.	Compensation

For the fiscal year ended December 31, 2021, we paid an aggregate of RMB12.7 million (US$2.0 million) in cash to our executive officers, and we paid an aggregate of RMB2.6 million (US$0.4 million) in cash to our

non-executive

directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. Our PRC subsidiaries and consolidated affiliated entities are required by PRC law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.

Stock Incentive Plan

2011 Stock Incentive Plan

In March 2011, we adopted our 2011 Plan, in order to attract and retain the best available personnel, to provide additional incentives to employees, directors, officers, consultants and other eligible persons and to promote the success of our business. Under the 2011 Plan, the maximum number of shares may be granted is 7,350,000 ordinary shares. As of the date of this annual report, options to acquire 461,236 Class A ordinary shares have been granted and are outstanding under the 2011 Plan.

The following paragraphs summarize the terms of the 2011 Plan.

Plan Administration.

The plan administrator is our board or a committee designated by our board.

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Awards.

We may grant options, restricted shares and restricted share units as well as other rights or benefits, such as share appreciation rights and dividend equivalent rights, under the 2011 Plan.

Award Agreement and Notice of Stock Option Award.

Awards granted under the 2011 Plan are evidenced by an award agreement and, in the case of stock options, a notice of stock option award that sets forth the terms, conditions, and limitations for each grant.

Exercise Price.

The exercise price of an award shall be determined by the administrator in accordance with the 2011 Plan.

Eligibility. We

may grant awards other than incentive stock options to our employees, directors and consultants or those of our related entities. Incentive stock options may be granted only to employees of our company or a parent or a subsidiary of our company.

Term of the Awards.

The term of each award grant shall be determined by the plan administrator and stated in the award agreement, provided that the term of incentive stock options shall not exceed 10 years from the date of grant. In the event of an incentive stock option granted to a grantee who, at the time the option is granted, owns shares representing more than 10% of the voting power of all classes of shares of our company or any parent or subsidiary of our company, the term of the incentive stock option shall be five years from the date of grant or such shorter term as may be provided in the award agreement.

Vesting Schedule.

The vesting schedule is determined by the plan administrator and set forth in the notice of stock option award and award agreement. Except as unanimously approved by our board, awards granted under the 2011 Plan shall be subject to a minimum four-year vesting schedule calling for vesting no faster than the following:

one-fourth

of the total ordinary shares subject to the awards shall vest at the first anniversary of the vesting commencement date and

one-forty-eighth

of the total ordinary shares subject to the awards shall vest at the end of each month thereafter; provided that the awards shall not be exercised or released until the earlier of consumption of a qualified initial public offering or immediately prior to a change in control. Our initial public offering in March 2012 is a qualified initial public offering under the 2011 Plan.

Transfer Restrictions.

Incentive stock options may not be transferred in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the grantee, only by the grantee. Other awards are transferable by will and by the laws of descent and distribution, and during the lifetime of the grantee, may be transferred to the extent and in the manner authorized by the plan administrator.

Termination of Employment or Service.

In the event that an award recipient ceases employment with us or ceases to provide services to us, an award may be exercised following the termination of employment or service to the extent provided in the award agreement.

Termination and Amendment of the Plan.

Unless terminated earlier, the 2011 Plan will terminate automatically in 2021. Our board has the authority to amend, suspend or terminate the plan subject to shareholder approval with respect to certain amendments. However, no suspension or termination shall adversely affect any rights under awards previously granted.

2012 Share Incentive Plan

In March 2012, we adopted our 2012 Plan, which permits the grant of options to purchase our ordinary shares, restricted shares and restricted share units as deemed appropriate by the administrator. The maximum aggregate number of shares that may be issued pursuant to our 2012 Plan is 9,000,000, and the maximum aggregate number of shares that may be issued per calendar year is 1,500,000 from 2012 until the termination of this plan. As of the date of this annual report, options to acquire 10,000 Class A ordinary shares have been granted and are outstanding under the 2012 Plan.

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The following paragraphs describe the principal terms of our 2012 Plan:

Plan Administration.

The plan will be administered by a committee of one or more directors to whom the board shall delegate the authority to grant or amend awards to participants other than any of the committee members. The committee will determine the provisions and terms and conditions of each award grant.

Awards and Award Agreement. We

may grant options, restricted shares or restricted share units to our directors, employees or consultants under the plan. Awards granted under the plan will be evidenced by award agreements that set forth the terms, conditions and limitations for each award. These may include the term of an award, the provisions applicable in the event the participant’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an award.

Option Exercise Price.

The exercise price of an option shall be determined by the plan administrator and set forth in the award agreement. It may be a fixed price or a variable price related to the fair market value of our ordinary shares, to the extent not prohibited by applicable laws. Subject to certain limits set forth in the plan, the exercise price may be amended or adjusted in the absolute discretion of the plan administrator, whose determination shall be final, binding and conclusive. To the extent not prohibited by applicable laws or any exchange rule, a downward adjustment of the exercise prices of options shall be effective without the approval of the shareholders or the approval of the affected participants.

Eligibility. We

may grant awards to our employees, directors and consultants or those of any of our related entities, which include our subsidiaries or any entities in which we hold a substantial ownership or control interest, as determined by our plan administrator. Awards other than incentive share options may be granted to our employees, directors and consultants. Incentive share options may be granted only to employees of our company or a parent or a subsidiary of our company.

Term of the Awards.

The term of each award grant shall be determined by our plan administrator, provided that the term shall not exceed 10 years from the date of the grant.

Vesting Schedule.

In general, the plan administrator determines, or the award agreement specifies, the vesting schedule. Restricted shares granted under the plan will have either a three-year, a

two-year

or a

one-year

vesting schedule. We have the right to repurchase the restricted shares until they have vested.

Transfer Restrictions.

Corporate Transactions.

Except as otherwise provided in an individual award agreement or any other written agreement entered into between a participant and us, our plan administrator may provide for one or more of the following in the event of a change of control or other similar corporate transaction: (i) the termination of each award outstanding under the plan at a specific time in the future, with each participant having the right to exercise the vested portion of the awards during a period of time as determined by the plan administrator; (ii) the termination of any award in exchange for an amount of cash equal to the amount that could have been obtained upon the exercise of the award; (iii) the replacement of an award with other rights or property selected by the plan administrator; (iv) the assumption of the award by our successor, parent or subsidiary, or the substitution of an award granted by our successor, parent or subsidiary, with appropriate adjustments; or (v) payment of an award in cash based on the value of our ordinary shares on the date of the corporate transaction plus reasonable interest on the award.

Amendment and Termination of the Plan.

With the approval of our board, the plan administrator may amend, modify or terminate the plan at any time and from time to time. However, no amendment may be made without the approval of our shareholders to the

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extent that approval is required by applicable laws. The approval of our shareholders would also be required in the event that the amendment increased the number of shares available under our plan, permitted the plan administrator to extend the term of our plan or the exercise period for an option beyond ten years from the date of grant, or resulted in a material increase in benefits or a change in eligibility requirements, unless we decided to follow home country practice.

2014 Share Incentive Plan

In July 2014, we adopted our 2014 Plan, which permits the grant of options to purchase our ordinary shares, restricted shares, share appreciation rights, and other types of awards as deemed appropriate by the administrator. The maximum aggregate number of shares that may be issued pursuant to our 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 our 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 December 2017 and August 2020, we registered additional securities consisting of 5,237,297 and 5,973,419 Class A ordinary shares that were automatically added to our 2014 Plan, effective January 1, 2015, January 1, 2016, January 1, 2017, January 2018, and January 2019, pursuant to the evergreen provisions. As of the date of this annual report, options to acquire 5,335,457 Class A ordinary shares and 2,523,424 restricted shares have been granted and are outstanding under the 2014 Plan.

The following paragraphs describe the principal terms of our 2014 Plan:

Plan Administration.

The plan will be administered by the Compensation Committee, or a committee of two or more directors to whom the Compensation Committee shall delegate the authority to grant or amend awards to participants other than independent directors and executive officers. The committee will determine the provisions and terms and conditions of each award grant.

Awards and Award Agreement. We

may grant options, restricted shares, share appreciation rights, or other types of awards to our directors, employees or consultants under the plan. Awards granted under the plan will be evidenced by award agreements that set forth the terms, conditions and limitations for each award. These may include the term of an award, the provisions applicable in the event the participant’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an award.

Option Exercise Price.

The exercise price of an option shall be determined by the plan administrator and set forth in the award agreement. It may be a fixed price or a variable price related to the fair market value of our Class A ordinary shares, to the extent not prohibited by applicable laws. Subject to certain limits set forth in the plan, the exercise price may be amended or adjusted in the absolute discretion of the plan administrator, whose determination shall be final, binding and conclusive. To the extent not prohibited by applicable laws or any exchange rule, a downward adjustment of the exercise prices of options shall be effective without the approval of the shareholders or the approval of the affected participants.

Eligibility. We

Term of the Awards.

The term of each award grant shall be determined by our plan administrator, provided that the term for an option shall not exceed 10 years from the date of the grant.

Vesting Schedule.

In general, the plan administrator determines, or the award agreement specifies, the vesting schedule. We have the right to repurchase the restricted shares until they have vested.

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Transfer Restrictions.

Except as otherwise provided by the plan administrator, an award may not be transferred or otherwise disposed of by a participant other than by will or the laws of descent and distribution. The plan administrator may permit an award other than an incentive share option to be transferred to or exercised by certain persons related to the participant by express provision in the award or by an amendment to the award. A participant must give us prompt notice of any disposition of shares acquired by exercise of an incentive share option within (i) two years from the date of grant of such incentive share option or (ii) one year after the transfer of such shares to the participant.

Corporate Transactions.

Except as otherwise provided in an individual award agreement or any other written agreement entered into between a participant and us, our plan administrator may provide for one or more of the following in the event of a change of control or other similar corporate transaction: (i) the termination of each award outstanding under the plan at a specific time in the future, with each participant having the right to exercise such awards during a period of time as determined by the plan administrator; (ii) either the purchase of any award for an amount of cash equal to the amount that could have been attained upon the exercise of such award or realization of the participant’s rights had such award been currently exercisable or payable or fully vested; (iii) the replacement of an award with other rights or property selected by the plan administrator in its sole discretion the assumption of or substitution of such award by the successor or surviving corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, or (iv) provide for payment of awards in cash based on the value of shares on the date of the change of control plus reasonable interest on the award through the date such award would otherwise be vested or have been paid in accordance with its original terms, if necessary to comply with the Code.

Amendment and Termination of the Plan.

With the approval of our board of directors, at any time and from time to time, the plan administrator may terminate, amend or modify the 2014 Plan; provided, however, that to the extent necessary and desirable to comply with any applicable law, regulation, or stock exchange rule, unless we decide to follow home country practice, shareholder approval is required for any plan amendment, including any amendment to the plan that (i) increases the number of shares available under the 2014 Plan, (ii) permits the plan administrator to extend the exercise period for an option beyond ten years from the date of grant, or (iii) results in a change in eligibility requirements.

Share Incentive Grants

The following table summarizes, for the year ended December 31, 2021, the outstanding options we granted to our directors and executive officers under the 2011 Plan, the 2012 Plan, and the 2014 Plan.

Name

Number of

Ordinary Shares

Underlying

Options

Exercise

Price

(US$/Share)

Date of Grant

Date of Expiration

Eric Ya Shen

2,601,894

66.85

January 1, 2020

December 31, 2029

51,669

68.35

January 1, 2017

December 31, 2026

Arthur Xiaobo Hong

2,681,894

66.85

January 1, 2020

December 31, 2029

Donghao Yang

0.50

August 30, 2011

August 29, 2023

Nanyan Zheng

2.50

April 16, 2012

April 15,2024

Kathleen Chien

2.50

April 16, 2012

April 15,2024

Chun Liu

2.50

January 1, 2013

December 31, 2024

Note:

*	Aggregate number of shares beneficially owned by the person account for less than 1% of our total outstanding ordinary shares.

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The following table summarizes, for the year ended December 31, 2021, the outstanding restricted shares we granted to our directors and executive officers under the 2012 Plan and the 2014 Plan.


Name	Number of Restricted Shares		Date of Grant
Donghao Yang		*		January 1, 2017
		*		December 1, 2020
Yizhi Tang		*		January 1, 2017
		*		May 1, 2019
Frank Lin		*		January 1, 2013
		*		April 1, 2016
		*		April 1, 2020
Xing Liu		*		April 1, 2016
		*		April 1, 2020
Nanyan Zheng		*		April 1, 2020
Kathleen Chien		*		January 1, 2013
		*		April 1, 2016
		*		April 1, 2020
Chun Liu		*		January 1, 2013
		*		April 1, 2016
		*		April 1, 2020
David Cui		*		November 1, 2020
Pengjun Lu		*		December 1, 2020

Notes:

*	Aggregate number of shares beneficially owned by the person account for less than 1% of our total outstanding ordinary shares.

C.	Board Practices

Board of Directors

Our board of directors consists of ten directors. A director is not required to hold any shares in our company by way of qualification. A director may vote with respect to any contract or transaction in which he or she is materially interested provided the nature of the interest is disclosed prior to its consideration. Subject to our amended and restated memorandum and articles of association, the directors may exercise all the powers of our company to borrow money, mortgage their undertaking, property and uncalled capital and issue debentures or other securities whether outright or as security for any debt, liability or obligation of our company or of any third party. None of our directors has a service contract with us that provides for benefits upon termination of service.

Committees of the Board of Directors

We have three committees under the board of directors, namely the audit committee, the compensation committee and the nominating and corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee

. Our audit committee consists of Ms. Kathleen Chien, Mr. Nanyan Zheng, and Mr. Chun Liu. Ms. Kathleen Chien, Mr. Nanyan Zheng, and Mr. Chun Liu satisfy the “independence” requirements under Section 303A of the Corporate Governance Rules of NYSE and Rule

10A-3

under the Exchange Act. Ms. Kathleen Chien is the chair of our audit committee. We have determined that Ms. Kathleen Chien qualifies as an “audit committee financial expert.” The purpose of the audit committee is to assist our board of directors with its oversight responsibilities regarding: (a) the integrity of our financial statements, (b) our compliance with legal and regulatory requirements, (c) the independent auditor’s qualifications and independence, and (d) the performance of our internal audit function and independent auditor. The audit committee will be responsible for, among other things:

•

appointing the independent auditors and

pre-approving

all auditing and

non-auditing

services permitted to be performed by the independent auditors;

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•

reviewing with the independent auditors any audit problems or difficulties and management’s response;

•

discussing the annual audited financial statements with management and the independent auditors;

•

reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

•

reviewing and approving all proposed related party transactions;

•

meeting separately and periodically with management and the independent auditors; and monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation Committee.

Our compensation committee consists of Mr. Nanyan Zheng, Ms. Kathleen Chien, and Mr. Frank Lin. Mr. Nanyan Zheng, Mr. Frank Lin, and Ms. Kathleen Chien satisfy the “independence” requirements under Section 303A of the Corporate Governance Rules of NYSE. Mr. Nanyan Zheng is the chair of our compensation committee. The compensation committee assists the board in reviewing and approving compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:

•

reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;

•

reviewing and recommending to the board for determination with respect to the compensation of our directors; and reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements.

Nominating and Corporate Governance Committee.

Our nominating and corporate governance committee consists of Mr. Nanyan Zheng, Ms. Kathleen Chien, and Mr. Xing Liu. Mr. Nanyan Zheng, Ms. Kathleen Chien, and Mr. Xing Liu satisfy the “independence” requirements under Section 303A of the Corporate Governance Rules of NYSE. Mr. Nanyan Zheng is the chair of our nominating and corporate governance committee. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:

•

selecting and recommending to the board nominees for election by the shareholders or appointment by the board;

•

reviewing annually with the board the current composition of the board with regard to characteristics such as independence, knowledge, skills, experience and diversity;

•

making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board;

•

and advising the board periodically with regard to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.

Duties of Directors

Under Cayman Islands law, our directors have a duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. Our company has the right to seek damages if a duty owed by our directors to us is breached.

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Terms of Directors and Officers

Our officers are elected by and serve at the discretion of the board of directors and the shareholders. Our directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of the shareholders in a general meeting or by the unanimous written resolution of all shareholders. A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; or (ii) dies or is found by our company to be or becomes of unsound mind.

Employees

As of December 31, 2021, we had 8,013 full-time employees, compared with 20,442 and 7,567 employees as of December 31, 2019 and 2020, respectively. Since 2019, we took initiatives to streamline our business operations and improve operational efficiency, and outsourced certain supporting functions to independent contractors and part-time personnel. The following table sets forth the number of our full time employees categorized by areas of operations as of December 31, 2021:


Operations	Number of Employees
Merchandising		1,223
Products and technology support		1,655
Business development, sales and marketing		154
Internet finance		65
Customer services		487
Warehouse management		1,166
Offline stores		1,168
Administration and management		820
Shan Shan Outlets		1,275

Total		8,013

Our success depends on our ability to attract, retain and motivate qualified personnel. We have developed a corporate culture that encourages teamwork, effectiveness, self-development and commitment to providing our customers with superior services. We regularly provide our employees with training tailored to each job function to enhance performance and service quality.

As required by regulations in China, we participate in various employee social security plans that are organized by municipal and provincial governments, including pension, unemployment insurance, childbirth insurance, work-related injury insurance, medical insurance and housing insurance. We are required under PRC law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time. In addition, we also provide our employees fringe benefits such as free lunches and periodic appreciation payments to employees’ family members. For the year ended December 31, 2021, we have not experienced any significant labor disputes.

E.	Share Ownership

The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 31, 2022 by:

•

each of our directors and executive officers; and

•

each person known to us to own beneficially more than 5% of our ordinary shares.

The calculations in the shareholder table below are based on 131,215,880 ordinary shares issued and outstanding as of March 31, 2022, comprising of (i) 115,655,522 Class A ordinary shares, excluding the

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10,633,219 Class A ordinary shares issued to Deutsche Bank Trust Company Americas, the depositary of our ADS program, for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our stock incentive plans, and (ii) 15,560,358 Class B ordinary shares.


	Number of Ordinary Shares Beneficially Owned (1)		% (2)
Directors and Executive Officers **:
Eric Ya Shen (3)		16,958,244		12.9
Arthur Xiaobo Hong (4)		9,995,769		7.6
Martin Chi Ping Lau (5)		*		*
Jacky Xu (6)		*		*
Donghao Yang		*		*
Chun Liu (7)		*		*
Frank Lin (8)		*		*
Xing Liu (9)		*		*
Kathleen Chien (10)		*		*
Nanyan Zheng (11)		*		*
David Cui		*		*
Pengjun Lu		*		*
Yizhi Tang		*		*
All directors and executive officers as a group		27,696,522		21.1
Principal Shareholders :
Elegant Motion Holdings Limited (12)		15,941,084		12.1
Tencent Mobility Limited (13)		12,852,698		9.8
JD Entities (14)		8,593,189		6.5
High Vivacity Holdings Limited (15)		8,952,810		6.8
Harris Associates L.P. (16)		7,682,089		5.9

Notes:

*	Less than 1% of our total outstanding ordinary shares.

**	Except for Mr. Frank Lin, Mr. Xing Liu, Mr. Nanyan Zheng, Ms. Kathleen Chien, Mr. Chun Liu, and Mr. Martin Chi Ping Lau, the business address of our directors and executive officers is c/o 128 Dingxin Road, Haizhu District, Guangzhou 510220, People’s Republic of China.

***	Certain of our directors and executive officers have been granted options and restricted shares pursuant to our stock incentive plans. See “Item 6.B. Directors, Senior Management and Employees—Compensation of Directors and Executive Officers—Stock Incentive Plans.”

(1)	Beneficial ownership is determined in accordance with the SEC rules and includes voting or investment power with respect to the securities.

(2)

For each person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the number of shares outstanding and the number of shares such person or group has the right to acquire upon exercise of the stock options or vesting of restricted shares within 60 days after March 31, 2022.

(3)

Beneficially owned through Elegant Motion Holdings Limited, a British Virgin Islands company, and options of Mr. Eric Ya Shen granted under our share incentive plans to acquire Class A ordinary shares. Elegant Motion Holdings Limited is ultimately wholly owned by the SYZXC Trust. Under the terms of the SYZXC Trust, Mr. Eric Ya Shen and his wife Ms. Xiaochun Zhang have the power to jointly direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to these shares. As of March 31, 2022, Mr. Eric Ya Shen beneficially owned (i) 2,533 Class A ordinary shares, (ii) 1,014,627 Class A ordinary shares issuable to Mr. Eric Ya Shen upon the exercise of options within

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60 days after March 31, 2022, and (iii) 380,726 Class A ordinary shares and 15,560,358 Class B ordinary shares held by Elegant Motion Holdings Limited, representing 57.9% of the aggregate voting power of our company.

(4)

Beneficially owned through High Vivacity Holdings Limited, a British Virgin Islands company, which is ultimately wholly owned by the Nasa Stand Trust, and options of Mr. Hong granted under our share incentive plans to acquire Class A ordinary shares. Under the terms of the Nasa Stand Trust, Mr. Hong has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to these shares. As of March 31, 2022, Mr. Hong beneficially owned (i) 1,042,959 Class A ordinary shares that can be acquired by Mr. Arthur Xiaobo Hong within 60 days after March 31, 2022; and (ii) 8,952,810 Class A ordinary shares held by High Vivacity Holdings Limited.

(5)	The business address of Mr. Martin Chi Ping Lau is 39/F, Tencent Building, Kejizhongyi Avenue, Hi-Tech Park, Nanshan District, Shenzhen 518057, People’s Republic of China.

(6)	Beneficially owned through Advanced Sea International Limited, a British Virgin Islands company wholly owned by Mr. Xu.

(7)	The business address of Mr. Liu is Level 11, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084, People’s Republic of China.

(8)	The business address of Mr. Lin is 2420 Sand Hill Road, Suite 200, Menlo Park, CA 94025, U.S.A.

(9)	Mr. Liu is a partner of Sequoia Capital China. The business address of Mr. Liu is Suite 2215, Two Pacific Place, 88 Queensway, Hong Kong.

(10)	The business address of Ms. Chien is Building 3, No. 1387 Zhang Dong Road, Shanghai 201203, People’s Republic of China.

(11)	The business address of Mr. Zheng is 10F, 705 Guangzhou Da Dao Nan Road, Guangzhou, Guangdong, 510290, People’s Republic of China.

(12)

Elegant Motion Holdings Limited, or Elegant Motion, is a British Virgin Islands company. Elegant Motion is ultimately wholly owned by the SYZXC Trust. Under the terms of the SYZXC Trust, Mr. Eric Ya Shen and his wife Ms. Xiaochun Zhang have the power to jointly direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to these shares, as reported by Elegant Motion, Eric Ya Shen, and Xiaochun Zhang on the Schedule 13G/A filed with the SEC on January 27, 2022. The registered address of Elegant Motion Holdings Limited is Trident Chambers, Wickhams Cay, PO Box 146, Road Town, Tortola, British Virgin Islands.

(13)

Tencent Mobility Limited is a company limited by shares incorporated in Hong Kong. Tencent Mobility Limited is wholly owned by Tencent Holdings Limited, a public company listed on Hong Kong Stock Exchange, as reported by Tencent Holdings Limited on the Schedule 13D/A filed with the SEC on December 16, 2019. The principal office address of Tencent Mobility Limited is 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong.

(14)

Based on the statement on the Schedule 13D/A filed on April 14, 2022 jointly by JD.com, Inc., JD.com Investment Limited, Windcreek Limited and JD.com Global Investment Limited, (i) Windcreek Limited holds an aggregate of 8,133,788 Class A Ordinary Shares, which consisted of 20,891,574 ADSs representing 4,178,315 Class A ordinary shares, and 3,955,473 Class A ordinary shares; and (ii) JD.com Global Investment Limited holds an aggregate of 459,401 Class A ordinary shares represented by 2,297,004 ADSs. Based on the statement on the Schedule 13D/A filed on April 14, 2022, each of Windcreek Limited and JD.com Global Investment Limited is a company incorporated in the British Virgin Islands. And is ultimately wholly owned by JD.com, Inc., a public company whose ADS are traded on the Nasdaq Global Select Market. Windcreek Limited and JD.com Global Investment Limited are together referred to in this annual report as the JD Entities. The principal office address of each of the JD Entities is c/o JD.com, Inc., 20th Floor, Building A, No. 18 Kechuang 11 Street Yizhuang Economic and Technological Development Zone Daxing District, Beijing 101111, People’s Republic of China.

(15)

High Vivacity Holdings Limited, or High Vivacity, is a British Virgin Islands company, which is ultimately wholly owned by the Nasa Stand Trust. Under the terms of the Nasa Stand Trust, Mr. Hong has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to these shares, as reported by High Vivacity and Arthur Xiaobo Hong on the Schedule 13G/A filed

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with the SEC on February 5, 2021. The registered address of High Vivacity Holdings Limited is Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands.

(16)

Based on the statement on the Schedule 13G filed on February 11, 2022 filed by Harris Associates L.P. The general partner of Harris Associates L.P. is Harris Associates Inc. The principal office address of Harris Associates L.P. is 111 South Wacker Drive Suite 4600, Chicago, IL 60606, United States.

To our knowledge and based on our review of our register of shareholders as of March 31, 2022, 104,151,020 Class A ordinary shares were held of record by one holder that resides in the United States, Deutsche Bank Trust Company Americas, the depositary of our ADS program. The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our Class A ordinary shares in the United States. For the different voting rights of our Class A ordinary shareholders and Class B ordinary shareholders, please refer to “Item 4.A. Information on the Company—History and Development of the Company—Our Company.” We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

As of the date of this annual report, none of our ordinary shares are held by governmental entities of our place of incorporation, and no government entity in the place where our registered public accounting firm is located and organized has a controlling financial interest in our company.

For the options granted to our directors, officers and employees, please refer to “Item 6.B. Directors, Senior Management and Employees—Compensation of Directors and Executive Officers.”

Enforceability of Civil Liabilities

We have been informed by our Cayman Islands legal counsel that the United States and the Cayman Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of U.S. courts in civil and commercial matters and that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers, predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers, predicated upon the securities laws of the United States or any state in the United States. We have also been advised by our Cayman Islands legal counsel that a judgment obtained in any federal or state court in the United States will be recognized and enforced in the courts of the Cayman Islands at common law, without any

re-examination

However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the United States courts under the civil liability provisions of the securities laws if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because the

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courts of the Cayman Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands.

Our PRC legal counsel has advised us that there is uncertainty as to whether the courts of China would:

•

recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

•

entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Our PRC legal counsel has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law and other applicable laws and regulations based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or in the Cayman Islands. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against a company in China for disputes if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements. It will be, however, difficult for U.S. shareholders to originate actions against us in the PRC in accordance with PRC laws because we are incorporated under the laws of the Cayman Islands and it will be difficult for U.S. shareholders, by virtue only of holding the ADSs or ordinary shares, to establish a connection to the PRC for a PRC court to have jurisdiction as required under the PRC Civil Procedures Law.

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.	Major Shareholders

Please refer to “Item 6.E. Directors, Senior Management and Employees—Share Ownership.”

B.	Related Party Transactions

Contractual Arrangements

Our wholly-owned subsidiary, Vipshop China, has entered into a series of contractual arrangements with our consolidated affiliated entity, Vipshop

E-Commerce,

and its shareholders, which enable us to exercise effective control over Vipshop

E-Commerce,

receive substantially all of the economic benefits of Vipshop

E-Commerce

through service fees in consideration for the technical and consulting services provided by Vipshop China, and have an exclusive option to purchase, or designate one or more person(s) to purchase, all of the equity interests in Vipshop

E-Commerce

to the extent permitted under PRC laws, regulations, and legal procedures. For a description of these contractual arrangements, see “Item 4.C. Information on the Company—Organizational Structure—Contractual Arrangements Relating to Our Consolidated Affiliated Entities.”

Transactions with Our Directors and Shareholders

In December 2017, a Tencent subsidiary and JD.com entered into strategic cooperation framework agreement and business cooperation framework agreement with us, respectively. Under these agreements, Tencent granted us an entry on the interface of Weixin Wallet, and JD.com granted us entries on the main page

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of JD.com’s mobile application, and the main page of JD.com’s Weixin Discovery shopping entry, to utilize the traffic from such platforms.

Other than transactions with Tencent and JD.com, we purchased products and goods from companies controlled by our directors or major shareholders, in the amount of RMB303.5 million (US$47.6 million) for the year ended December 31, 2021. As of December 31, 2021, the amounts due to companies controlled by our directors or major shareholders were RMB238.4 million (US$37.4 million), which was unsecured and interest free. We also provided service to companies controlled or significantly influenced by our directors or major shareholders in the amount of RMB0.5million (US$0.1 million) for the year ended December 31, 2021. As of December 31, 2021, the amounts due from our directors or major shareholders and companies controlled or significantly influenced by our directors or major shareholders were RMB11.2 million (US$1.8 million), which were unsecured and interest free.

Transactions with Other Related Parties

We purchased products and goods from companies significantly influenced by us in the amount of RMB1.63 billion (US$256.1 million), and received service from our affiliates in the amount of RMB78.1 million (US$12.2million), for the year ended December 31, 2021. As of December 31, 2021, the amount due to companies significantly influenced by us were RMB190.7 million (US$29.9 million), which were unsecured and interest free. We also provided service to companies significantly influenced by us in the amount of RMB30.8 million (US$4.8 million) for the year ended December 31, 2021. Our sales of products to companies significantly influenced by us was RMB85.7 million (US$13.5 million) for the year ended December 31, 2021. As of December 31, 2021, the amounts due from companies significantly influenced by us were RMB626.6 million (US$98.3 million), of which RMB604.9 million (US$94.9 million) were short-term loan originated to the Company’s joint ventures and affiliates carried an interest rate of 4.35% and deposits to Sichuan VipFubon Consumer Finance Co., Ltd as shareholder deposits at interest rate of 3.85%.

Employment Agreements

See “Item 6.A. Directors, Senior Management and Employees—Directors and Senior Management—Employment Agreements.”

Share Options

See “Item 6.B. Directors, Senior Management and Employees—Compensation of Directors and Executive Officers—Stock Incentive Plans.”

C.	Interests of Experts and Counsel

Not applicable.

ITEM 8.

FINANCIAL INFORMATION

A.	Consolidated Statements and Other Financial Information

We have appended consolidated financial statements filed as part of this annual report.

Legal Proceedings

From time to time, we have become and may in the future become a party to various legal or administrative proceedings arising in the ordinary course of our business, including actions with respect to intellectual property

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infringement, violation of third-party license or other rights, breach of contract, labor and employment claims. We are currently not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have a material and adverse effect on our business, financial condition or results of operations and cash flows.

Dividend Policy

We have not paid in the past and do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Our board of directors has discretion as to whether to distribute dividends, subject to applicable laws. Even if our board of directors decides to declare dividends, their form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual and statutory restrictions and other factors that the board of directors may deem relevant.

Holders of our ADSs will be entitled to receive dividends, if any, subject to the terms of the deposit agreement, to the same extent as the holders of our ordinary shares. Cash dividends will be paid to the depositary of our ADSs in U.S. dollars, which will distribute them to the holders of ADSs according to the terms of the deposit agreement. Other distributions, if any, will be paid by the depositary to the holders of ADSs in any means it deems legal, fair and practical.

We are a holding company incorporated in the Cayman Islands. We principally rely on dividends from our subsidiaries in China and Hong Kong for our cash needs. To pay dividends to us, our subsidiaries in China and Hong Kong need to comply with the applicable regulations. See “Item 3.D. Key Information—Risk Factors—Risks Relating to Doing Business in China—We principally rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our PRC subsidiaries to make payments to us could materially and adversely affect our ability to conduct our business.”

B.	Significant Changes

Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.

ITEM 9.

THE OFFER AND LISTING

A.	Offer and Listing Details

Our ADSs, each representing 0.2 Class A ordinary shares, have been listed on NYSE since March 23, 2012. Our ADSs trade under the symbol “VIPS.”

B.	Plan of Distribution

Not applicable.

Markets

Our ADSs, each representing 0.2 Class A ordinary shares, have been listed on NYSE since March 23, 2012. Our ADSs trade under the symbol “VIPS.”

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D.	Selling Shareholders

Not applicable.

Dilution

Not applicable.

F.	Expenses of the Issue

Not applicable.

ITEM 10.

ADDITIONAL INFORMATION

A.	Share Capital

Not applicable.

B.	Memorandum and Articles of Association

Registered Office and Objects

Pursuant to Article 2 of our second amended and restated memorandum of association, our registered office is at the offices of International Corporation Services Ltd., PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman

KY1-1106,

Cayman Islands or at such other place as our board of directors may from time to time decide. Pursuant to Article 3 of our second amended and restated memorandum of association, the objects for which our company is established are unrestricted and our company has full power and authority to carry out any object not prohibited by the Companies Act as the same may be revised from time to time, or any other law of the Cayman Islands.

Directors

See “Item 6.C. Directors, Senior Management and Employees—Board Practices.”

Ordinary Shares

General

All of our outstanding Class A and Class B ordinary shares are fully paid and

non-assessable.

Certificates representing the Class A and Class B ordinary shares are issued in registered form. Our shareholders may freely hold and vote their shares. Each holder of our Class A ordinary shares is entitled to one vote for each Class A ordinary share held on matters submitted to a vote of shareholders, and each holder of our Class B ordinary shares is entitled to ten votes for each Class B ordinary share held on matters submitted to a vote of shareholders.

Dividends.

The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors subject to the Companies Act.

Voting Rights.

Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes on all matters upon which the ordinary shares are entitled to vote. Voting at any shareholders’ meeting is by show of hands unless a poll is demanded. A poll may be demanded by one or more shareholders holding at least 10% of the paid up voting share capital, present in person or by proxy.

A quorum required for a meeting of shareholders consists of at least one shareholder present in person or by proxy or, if a corporation or other

non-natural

person, by its duly authorized representative, who holds no less

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than

one-third

of our voting share capital. Shareholders’ meetings are held annually and may be convened by our board of directors on its own initiative or upon a request to the directors by shareholders holding in aggregate at least

one-third

of our voting share capital. Advance notice to shareholders of at least seven days is required for the convening of our annual general meeting and other shareholders’ meetings.

An ordinary resolution to be passed by the shareholders requires a simple majority of votes cast in a general meeting, while a special resolution requires no less than

two-thirds

of the votes cast. A special resolution is required for important matters such as a change of name. Our shareholders may effect certain changes by ordinary resolution, including increasing the amount of our authorized share capital, consolidating and dividing all or any of our share capital into shares of larger amount than our existing shares and canceling any shares.

Transfer of Shares.

Subject to the restrictions of our memorandum and articles of association, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board.

Our board of directors may, in its sole discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our directors may also decline to register any transfer of any share unless (i) the instrument of transfer is lodged with us, accompanied by the certificate for the shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; (ii) the instrument of transfer is in respect of only one class of shares; (iii) the instrument of transfer is properly stamped, if required; (iv) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four; (v) the shares conceded are free of any lien in favor of us; or (vi) a fee of such maximum sum as NYSE may determine to be payable, or such lesser sum as our board of directors may from time to time require, has been paid to us in respect thereof.

If our directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.

Liquidation.

On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares in accordance with the Companies Act and the memorandum or articles of association of the company. If our assets available for distribution are insufficient to repay all of the

paid-up

capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

Calls on Shares and Forfeiture of Shares.

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 days prior to the specified time of payment. The shares that have been called upon and remain unpaid on the specified time are subject to forfeiture.

Redemption of Shares.

Subject to the provisions of the Companies Act, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may be determined by special resolution.

Variations of Rights of Shares.

All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Act, be varied either with the written consent of the holders of a majority of the issued shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking in priority to or pari passu with such previously existing shares.

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Inspection of Books and Records.

Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements.

Anti-Takeover Provisions.

Some provisions of our second amended and restated memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that:

•

authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders; and

•

limit the ability of shareholders to requisition and convene general meetings of shareholders.

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our second amended and restated memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.

Differences Between the Law of Different Jurisdictions

The Companies Act is derived, to a large extent, from the older Companies Acts of England but does not follow recent English statutory enactments and accordingly there are significant differences between the Companies Act and the current Companies Act of England. In addition, the Companies Act differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

Mergers and Similar Arrangements.

In certain circumstances, the Cayman Islands Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).

Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by (a) a special resolution (usually a majority of 66

⁄

% in value) of the shareholders of each company and (b) such other authorization, if any, as is required by such constituent company’s memorandum and articles of association. No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation.

Where the merger or consolidation involves a

non-Cayman

Islands company, the procedure is similar, save that with respect to the foreign company, the director of the Cayman Islands company is required to make a declaration to the effect that, having made due enquiry, he is of the opinion that the requirements set out below have been met: (a) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the

non-Cayman

Islands company and by the laws of the jurisdiction in which the

non-Cayman

Islands company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied with; (b) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the

non-Cayman

Islands company in any jurisdictions; (c) that no receiver, trustee, administrator or other similar person has been appointed in any

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jurisdiction and is acting in respect of the

non-Cayman

Islands company, its affairs or its property or any part thereof; and (d) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the

non-Cayman

Islands company are and continue to be suspended or restricted.

Where the surviving company is the Cayman Islands company, the director of the Cayman Islands company is further required to make a declaration to the effect that, having made due enquiry, he is of the opinion that the requirements set out below have been met: (i) that the

non-Cayman

Islands company is able to pay its debts as they fall due and that the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the

non-Cayman

Islands company; (ii) that in respect of the transfer of any security interest granted by the

non-Cayman

Islands company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the

non-Cayman

Islands company; and (c) the laws of the jurisdiction of the

non-Cayman

Islands company with respect to the transfer have been or will be complied with; (iii) that the

non-Cayman

Islands company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant

non-Cayman

Islands jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.

Where the above procedures are adopted, the Companies Act provides for a right of dissenting shareholders to be paid the fair value of his shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (a) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; (e) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.

Moreover, Cayman Islands law also has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the procedure of which is more rigorous and takes longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement

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in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or a meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:

•

we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;

•

the shareholders have been fairly represented at the meeting in question;

•

the arrangement is such as a businessman would reasonably approve; and the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”

If a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of United States corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Squeeze-out

Provisions.

When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer is made within four months, the offeror may, within a

two-month

period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.

Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through means other than under the relevant statutory provisions, such as a share capital exchange, asset acquisition or control, through contractual arrangements, of an operating business.

Shareholders’ Suits.

Our Cayman Islands counsel is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed their availability. In principle, we will normally be the proper plaintiff and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:

•

a company is acting or proposing to act illegally or beyond the scope of its authority;

•

the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or

•

those who control the company are perpetrating a “fraud on the minority.”

Transactions with Directors.

Under the Delaware General Corporation Law, or the DGCL, transactions with directors must be approved by disinterested directors or by the shareholders, or otherwise proven to be fair to the company as of the time it is approved. Such transaction will be void or voidable, unless (a) the material facts of any interested directors’ interests are disclosed or are known to the board of directors and the transaction is approved by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (b) the material facts of any interested directors’ interests are disclosed or are known to the shareholders entitled to vote thereon, and the transaction is specifically approved in good faith by a vote of the shareholders; or (c) the transaction is fair to the company as of the time it is approved.

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Cayman Islands laws do not restrict transactions with directors, requiring only that directors exercise a duty of care and owe a fiduciary duty to the companies for which they serve. Under our amended and restated memorandum and articles of association, subject to any separate requirement for audit committee approval under the NYSE rules or unless disqualified by the chairman of the relevant board meeting, so long as a director discloses the nature of his interest in any contract or arrangement which he is interested in, such a director may vote in respect of any contract or proposed contract or arrangement in which such director is interested and may be counted in the quorum at such a meeting.

Indemnification

. Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against conduct amounting to willful default, willful neglect, fraud or dishonesty, for example, civil fraud or the consequences of committing a crime.

Under our amended and restated memorandum and articles of association, we may indemnify our directors, officers, employees and agents against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such persons in connection with actions, suits or proceedings to which they are party or are threatened to be made a party by reason of their acting as our directors, officers, employees or agents, except through their own dishonesty, willful default or fraud. To be entitled to indemnification, these persons must have acted in good faith and in the best interest and not contrary to the interest of our company, and must not have acted in a manner willfully or grossly negligent and, with respect to any criminal action, they must have had no reasonable cause to believe their conduct was unlawful. Our amended and restated memorandum and articles of association may also provide for indemnification of such person in the case of a suit initiated by our company or in the right of our company.

We intend to enter into indemnification agreements with our directors and executive officers to indemnify them to the fullest extent permitted by applicable law and our articles of association, from and against all costs, charges, expenses, liabilities and losses incurred in connection with any litigation, suit or proceeding to which such director is or is threatened to be made a party, witness or other participant.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and therefore is unenforceable.

Directors’ Fiduciary Duties

. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care generally requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, but subject to certain exceptions, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties.

Under Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company, and therefore it is considered that he or she owes the following duties to the company: a duty to act bona fide in the best interests of the company and for a proper purpose; a duty not to make a profit out of his or her position as director (unless the company permits him or her to do so); and a duty not to put himself

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or herself in a position where the interests of the company conflict with his or her personal interests or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill, diligence and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, there are indications that the courts are moving towards an objective standard with regard to the required skill and care.

Under our amended and restated memorandum and articles of association, directors who are in any way, whether directly or indirectly, interested in a contract or proposed contract with our company shall declare the nature of their interest at a meeting of the board of directors. Following such declaration, a director may vote in respect of any contract or proposed contract notwithstanding his interest.

Majority Independent Board

. A domestic U.S. company listed on the NYSE must comply with the requirement that a majority of the board of directors must be comprised of independent directors as defined under NYSE rules. As a Cayman Islands exempted company, we are allowed to follow home country practices in lieu of certain corporate governance requirements under the NYSE rules where there is no similar requirement under the laws of the Cayman Islands.

Shareholder Action by Written Consent

. Under the DGCL, a corporation may eliminate the right of shareholders to act by written consent by inclusion of such a restriction in its certificate of incorporation. Cayman Islands law and our amended and restated articles of association provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.

Shareholder Proposals

. The DGCL does not provide shareholders an express right to put any proposal before the annual meeting of shareholders, but in keeping with common law, Delaware corporations generally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in the certificate of incorporation or bylaws. A special meeting may be called by the board of directors or any other person authorized to do so in the certificate of incorporation or bylaws, but shareholders may be precluded from calling special meetings. With respect to shareholder proposals, Cayman law is essentially the same as Delaware law. The Companies Act does not provide shareholders with an express right to put forth any proposal before the annual meeting of the shareholders. However, depending on what is stipulated in a company’s articles of associations, shareholders in an exempted Cayman Islands company may make proposals in accordance with the relevant notice provisions. For shares that are represented by ADSs, the depositary in many cases may be the only shareholder. In such cases, only the depositary has the direct right to requisition a shareholders’ meeting. However, unless otherwise provided in the deposit agreement, the holders of the ADSs generally do not have the right to petition the depositary to requisition a shareholders’ meeting or put forth shareholder proposals through the depositary.

Our amended and restated memorandum and articles of association allow our shareholders holding not less than

one-third

of our

paid-up

voting share capital to requisition a shareholders’ meeting. At such shareholders’ meeting, the shareholders who have requisitioned the meeting may put forth proposals, provided the details of such proposals are set forth in their notice requisitioning the meeting. As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings.

Cumulative Voting

. Under the DGCL, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director.

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There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands, but our amended and restated articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

. Under the DGCL, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our amended and restated articles of association, directors can be removed by an ordinary resolution of shareholders.

Transactions with Interested Shareholders

. The DGCL contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by an amendment to its certificate of incorporation or bylaws that is approved by its shareholders, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns 15% or more of the corporation’s outstanding voting stock or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a

two-tiered

bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among others, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and not with the effect of perpetuating a fraud on the minority shareholders.

Dissolution; Winding Up

. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.

Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

Variation of Rights of Shares

. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our Memorandum and Articles of Association, if our share capital is divided into more than one class of shares, we may materially adversely vary the rights attached to any class with the written consent of the holders of

two-thirds

of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

Amendment of Governing Documents

. Under the DGCL, a corporation’s certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the

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outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. As permitted by Cayman Islands law, our amended and restated memorandum and articles of association may be amended by a special resolution of the shareholders.

Rights of

Non-Resident

or Foreign Shareholders

. There are no limitations imposed by our amended and restated memorandum and articles of association on the rights of

non-resident

or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Exempted Company

. The Companies Act in the Cayman Islands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

•

an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;

•

an exempted company’s register of members is not required to be open for inspection;

•

an exempted company does not have to hold an annual general meeting;

•

an exempted company may issue no par value shares;

•

an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

•

an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

•

an exempted company may register as a limited duration company; and an exempted company may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

C.	Material Contracts

Other than in the ordinary course of business and other than those described under this item, in “Item 4. Information on the Company,” “Item 7.B. Major Shareholders and Related Party Transactions—Related Party Transactions” or elsewhere in this annual report, we have not entered into any material contract during the two years immediately preceding the date of this annual report.

D.	Exchange Controls

See “Item 4.B. Information on the Company—Business Overview—Regulation—Regulations on Foreign Currency Exchange.”

Taxation

Cayman Islands Taxation

According to Travers Thorp Alberga, our Cayman Islands counsel, the Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in

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the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by us. There are no exchange control regulations or currency restrictions in the Cayman Islands.

People’s Republic of China Taxation

PRC Enterprise Income Tax Law

Under the PRC Enterprise Income Tax Law, an enterprise established outside of China with “de facto management bodies” within China may be considered a PRC “resident enterprise,” meaning it can be treated in a manner similar to a PRC enterprise for enterprise income tax purposes, although the dividends paid to a PRC resident enterprise from another may qualify as

“tax-exempt

income.” The implementation rules of the PRC Enterprise Income Tax Law define a “de facto management body” as a body that has substantial and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. STA Circular 82 issued by STA on April 22, 2009 specifies that certain offshore enterprises controlled by a PRC company or a PRC company group will be classified as PRC “resident enterprises” if the following requirements are satisfied: (i) the senior management and core management departments in charge of its daily operations function are mainly in China; (ii) its financial and human resources decisions are subject to determination or approval by persons or bodies in China; (iii) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in China; and (iv) at least half of the enterprise’s directors with voting rights or senior management reside in China. Although STA Circular 82 only applies to offshore enterprises controlled by PRC enterprises and not those controlled by PRC individuals, the determination criteria set forth in STA Circular 82 may reflect STA’s general position on how the “de facto management body” test should be applied in determining tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or PRC individuals.

We believe that we are not a PRC resident enterprise and therefore we are not subject to PRC enterprise income tax reporting obligations and the dividends paid by us to holders of our ADSs or ordinary shares will not be subject to PRC withholding tax. However, if the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our

non-PRC

enterprise shareholders and a 20% withholding tax from dividends we pay to our

non-PRC

individual shareholders, including the holders of our ADSs. In addition,

non-PRC

shareholders may be subject to PRC tax on gains realized on the sale or other disposition of ADSs or ordinary shares if such income is treated as China-sourced income. It is unclear whether our

non-PRC

shareholders would be able to claim the benefits of any tax treaties between their tax residence and China in the event we are treated as a PRC resident enterprise. See “Item 3.D. Key Information—Risk Factors—Risks Relating to Doing Business in China—It is unclear whether we will be considered a PRC ‘resident enterprise’ under the PRC Enterprise Income Tax Law and, depending on the determination of our PRC ‘resident enterprise’ status, our global income may be subject to the 25% PRC enterprise income tax, which could materially and adversely affect our results of operations.”

Enterprise Income Tax for Share Transfer by

Non-PRC

Resident Enterprises

On February 3, 2015, STA issued STA Public Notice 7. In December 2017, Article 13 and Paragraph 2 of Article 8 of STA Public Notice 7 were abolished Pursuant to the STA Public Notice 7, as amended, where a

non-PRC

re-identified

and recognized as a direct transfer of equities and other properties of the PRC resident enterprise. STA Public Notice 7, as amended, provides clear criteria for assessment of reasonable commercial purposes and has introduced safe harbors for internal group restructurings

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and the purchase and sale of equity interests through a public securities market. STA Public Notice 7, as amended, also brings challenges to both offshore transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets. Where a

non-PRC

resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an offshore holding company, which is an Indirect Transfer, the

non-PRC

resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transfer to the relevant PRC tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the offshore holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

PRC Value-Added Tax (VAT) Law

China started to apply VAT in 1984 on 24 specified taxable items until a structural reform on taxation system was implemented in 1994. In December 1993, the PRC State Council promulgated the Provisional Regulation of the People’s Republic of China on Value-Added Tax, which went effective on January 1, 1994 and amended on February 6, 2016 and November 19, 2017, respectively, and is currently effective in China. According to this provisional regulation, VAT should be paid by enterprises or individuals who sell merchandise or labor services of processing, repairing or assembling, sell services, intangible assets or real property, or import goods within China on the added value derived from their production and/or services. Based on the categories of taxable goods and services, different flat rates are adopted ranging from zero to 17%. We also conduct product promotional activities for certain brands on our Vipshop Online Platform. Prior to January 1, 2012, pursuant to Provisional Regulation of the People’s Republic of China on Business Tax which was abolished on November 19, 2017 and its implementing rules, any entity or individual rendering services in China territory is generally subject to a business tax at the rate of 5% on the revenues generated from provision of such services. In November 2011, the Ministry of Finance and STA jointly issued two circulars setting out the details of the VAT Pilot Program, which change business tax to VAT for certain industries, including, among others, transportation services, research and development and technical services, information technology services, and cultural and creative services. On March 23, 2016, the Ministry of Finance and STA issued the Circular on Comprehensively Promoting the Pilot Program of the Collection of Value-Added Taxes in Lieu of Business Taxes. Effective from May 1, 2016, the PRC tax authorities will collect VAT in lieu of business tax on a trial basis within China territory, and in industries such as construction industries, real estate industries, financial industries, and living service industries. On November 19, 2017, the State Council issued the Decision on Abolishing the Provisional Regulation of China on Business Tax and Amending the Provisional Regulation of China on Value-added Tax, pursuant to which, PRC tax authorities will collect VAT in lieu of business tax for all industries which should have been collected business tax within China territory. Pursuant to the Provisional Regulation of China on Value-added Tax, as amended in 2017, entities and individuals that sell goods, provide labor services of processing, repairs or maintenance, or sell services, intangible assets or real property in China, or import goods to China, shall be subject to VAT with a VAT rate ranging from 6% to 17%. On April 4, 2018, the Ministry of Finance and STA jointly promulgated Circular 32, which took effect on May 1, 2018 and was applicable to our company from May 1, 2018 to March 31, 2019. According to Circular 32: (i) for VAT taxable sales or importation of goods originally subject to VAT rates of 17% and 11%, respectively, tax rates are adjusted to 16% and 10%, respectively; (ii) for purchase of agricultural products originally subject to deduction rate of 11%, the deduction rate is adjusted to 10%; (iii) for purchase of agricultural products for the purpose of production and sales or consigned processing of goods subject to tax rate of 16%, the taxes are calculated at the deduction rate of 12%; (iv) for exported goods originally subject to tax rate of 17% and export tax refund rate of 17%, the export tax refund rate is adjusted to 16%; and (v) for exported goods and cross-border taxable acts originally subject to tax rate of 11% and export tax refund rate of 11%, the export tax refund rate is adjusted to 10%. To further reduce VAT, on March 30, 2019, the Ministry of Finance, STA, and the General Administration of Customs

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jointly promulgated the Announcement on Relevant Policies for Deepening Value-Added Tax Reform, which took effect on April 1, 2019. According to the announcement: (i) for VAT taxable sales or importation of goods originally subject to VAT rates of 16% and 10%, tax rates are adjusted to 13% and 9%, respectively; (ii) for purchase of agricultural products originally subject to deduction rate of 10%, the deduction rate is adjusted to 9%; (iii) for purchase of agricultural products for the purpose of production and sales or consigned processing of goods subject to tax rate of 13%, the taxes are calculated at the deduction rate of 10%; (iv) for exported goods originally subject to tax rate of 16% and export tax refund rate of 16%, the export tax refund rate is adjusted to 13%; and (v) for exported goods and cross-border taxable acts originally subject to tax rate of 10% and export tax refund rate of 10%, the export tax refund rate is adjusted to 9%.

To compute the VAT payable, the subject taxpayer needs to separately calculate the output tax and the input tax for the applicable period. The VAT payable is the difference between the output tax and the input tax. The formula for computing the tax payable is:

VAT payable = Output tax payable for the applicable period minus Input tax receivable for the same applicable period

As of December 31, 2019, 2020, and 2021, we had VAT recoverable of approximately RMB1.43 billion, RMB907.7 million and RMB745.5 million (US$117.0 million), respectively. VAT recoverable occurs due to timing difference on operation of certain entities, as we record the revenue and VAT output when goods are delivered, but VAT input invoice from suppliers may be delayed. We also had VAT tax payable of RMB528.8 million, RMB510.2 million and RMB391.4 million (US$61.4 million) as of December 31, 2019, 2020, and 2021, respectively, included as accrued expenses and other current liabilities. We do not net off VAT recoverable and payable from different entities within our group companies.

United States Federal Income Tax Considerations

The following is a summary of United States federal income tax considerations with respect to the ownership and disposition of our ADSs or Class A ordinary shares by a U.S. Holder, as defined below, that holds our ADSs or Class A ordinary shares as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended, or the Code. This summary is based upon existing United States federal tax law, which is subject to differing interpretations or change, possibly with retroactive effect, and there can be no assurance that Internal Revenue Service, or the IRS, or a court will not take a contrary position. This summary does not discuss all aspects of United States federal income taxation that may be important to particular investors in light of their individual investment circumstances, including investors subject to special tax rules (for example, financial institutions, insurance companies, broker-dealers, traders in securities that elect

mark-to-market

treatment, pension plans, regulated investment companies, real estate investment trusts, cooperatives, and

tax-exempt

organizations (including private foundations)), holders who are not U.S. Holders, holders who own (directly, indirectly, or constructively) 10% or more of our stock (by vote or value), holders that hold their ADSs or Class A ordinary shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income tax purposes, United States expatriates, persons liable for alternative minimum tax, holders who acquired their ADSs or Class A ordinary shares pursuant to any employee share option or otherwise as compensation or holders that have a functional currency other than the United States dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this summary of United States federal income tax considerations does not discuss any state, local, or

non-United

States tax considerations, any

non-income

tax (such as gift or estate tax) considerations, or the Medicare Tax. Each U.S. Holder is advised to consult its tax advisors regarding the United States federal, state, local, and

non-United

States income and other tax considerations of an investment in our ADSs or Class A ordinary shares.

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General

For purposes of this summary, a “U.S. Holder” is a beneficial owner of our ADSs or Class A ordinary shares that is, for United States federal income tax purposes, (a) an individual who is a citizen or resident of the United States, (b) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the law of, the United States or any state thereof or the District of Columbia, (c) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (d) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise elected to be treated as a United States person under the Code.

If a partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of our ADSs or Class A ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships and partners of a partnership holding our ADSs or Class A ordinary shares are advised to consult their tax advisors regarding an investment in our ADSs or Class A ordinary shares.

It is generally expected that a U.S. Holder of ADSs should be treated as the beneficial owner, for United States federal income tax purposes, of the underlying shares represented by the ADSs. The remainder of this discussion assumes that a holder of ADSs will be treated in this manner. Accordingly, deposits or withdrawals of Class A ordinary shares for ADSs will not be subject to United States federal income tax.

Passive Foreign Investment Company Considerations

non-United

States corporation, such as our company, will be a PFIC for United States federal income tax purposes for any taxable year if either (a) 75% or more of its gross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. For this purpose, cash and assets readily convertible into cash are categorized as passive assets and the company’s goodwill and other unbooked intangibles associated with active business activities may generally be classified as active assets. Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock.

Although the law in this regard is unclear, we treat our consolidated affiliated entities (and their subsidiaries) as being owned by us for United States federal income tax purposes, not only because we control their management decisions but also because we are entitled to substantially all of the economic benefits associated with these entities, and, as a result, we consolidate these entities’ operating results in our consolidated financial statements. If it were determined, however, that we are not the owner of any of our consolidated affiliated entities (or their subsidiaries) for United States federal income tax purposes, we would likely be treated as a PFIC for the current taxable year or any future taxable year.

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The determination of whether we are or will be a PFIC will also depend, in part, on the composition of our income and our assets, which will be affected by how, and how quickly, we use our liquid assets. Under circumstances where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified as a PFIC may substantially increase. Because PFIC status is a fact-intensive determination made on an annual basis, no assurance can be given that we are not or will not become a PFIC. If we are a PFIC for any year during which a U.S. Holder holds our ADSs or Class A ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our ADSs or Class A ordinary shares.

The discussion below under “Dividends” and “Sale or Other Disposition of ADSs or Class A Ordinary Shares” assumes that we will not be a PFIC for United States federal income tax purposes. The United States federal income tax rules that apply if we are a PFIC for the current taxable year or any subsequent taxable year are generally discussed below under “Passive Foreign Investment Company Rules.”

Dividends

Any cash distributions (including the amount of any PRC tax withheld) paid on our ADSs or Class A ordinary shares out of our current or accumulated earnings and profits, as determined under United States federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of Class A ordinary shares, or by the depositary, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis of United States federal income tax principles, any distribution paid will generally be reported as a “dividend” for United States federal income tax purposes. A

non-corporate

recipient of dividend income generally will be subject to tax on dividend income from a “qualified foreign corporation” at a reduced capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided that certain holding period requirements and other requirements are met. Each U.S. Holder is advised to consult its tax advisors regarding the availability of the reduced tax rate on dividends to its particular circumstances.

non-United

States corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered to be a qualified foreign corporation (a) if it is eligible for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information provision, or (b) with respect to any dividend it pays on stock (or ADSs in respect of such stock) which is readily tradable on an established securities market in the United States. Our ADSs are listed on NYSE, which is an established securities market in the United States, and we expect our ADSs to be readily tradable on NYSE for as long as our ADSs continue to be listed on NYSE. Accordingly, we believe that dividends we pay on our ADSs will meet the conditions required for the reduced tax rate. Since we do not expect that our Class A ordinary shares will be listed on an established securities market in the United States, it is unclear whether dividends that we pay on our Class A ordinary shares that are not backed by ADSs currently meet the conditions required for these reduced tax rates. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in the United States in later years.

In the event that we are deemed to be a PRC “resident enterprise” and are liable to tax under the PRC Enterprise Income Tax Law, we should be eligible for the benefits of the United

States-PRC

income tax treaty (the “Treaty”), which the Secretary of Treasury of the United States has determined is satisfactory for purposes of clause (a) above and which includes an exchange of information provision. If we are eligible for such benefits, dividends we pay on our Class A ordinary shares, regardless of whether such shares are represented by our ADSs, would generally be eligible for the reduced rate of taxation applicable to qualified dividend income whether or not such shares are readily tradable on an established securities market in the United States. Dividends received on our ADSs or Class A ordinary shares will not be eligible for the dividends received deduction allowed to corporations. Each U.S. Holder is advised to consult its tax advisors regarding the availability of the lower capital gains rate applicable to qualified dividend income for any dividends we pay with respect to our ADSs or Class A ordinary shares.

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Dividends paid on our ADSs or Class A ordinary shares generally will be treated as income from foreign sources for United States foreign tax credit purposes and generally will constitute passive category income. In the event that we are deemed to be a PRC “resident enterprise” under the PRC Enterprise Income Tax Law, a U.S. Holder may be subject to PRC withholding taxes on dividends paid on our ADSs or Class A ordinary shares. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on our ADSs or Class A ordinary shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction for United States federal income tax purposes in respect of such withholdings, but only for a year in which such U.S. Holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. Each U.S. Holder is advised to consult its tax advisors regarding the availability of the foreign tax credit under its particular circumstances.

Sale or Other Disposition of ADSs or Class A Ordinary Shares

A U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of ADSs or Class A ordinary shares in an amount equal to the difference between the amount realized upon the disposition and the U.S. Holder’s adjusted tax basis in such ADSs or Class A ordinary shares. Any capital gain or loss will be long-term if our ADSs or Class A ordinary shares have been held for more than one year and will generally be United States source gain or loss for United States foreign tax credit purposes. Long-term capital gain of

non-corporate

U.S. Holders will generally be eligible for a reduced rate of taxation. In the event that gain from the disposition of our ADSs or Class A ordinary shares is subject to tax in China, a U.S. Holder may elect to treat such gain as

PRC-source

gain under the Treaty. Pursuant to recently issued Treasury Regulations, however, if a U.S. Holder is not eligible for the benefits of the Treaty or does not elect to apply the Treaty, then such holder may not be able to claim a foreign tax credit arising from any PRC tax imposed on the disposition of our ADSs or Class A ordinary shares. The deductibility of a capital loss may be subject to limitations. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of our ADSs or Class A ordinary shares, including the availability of the foreign tax credit or deduction under their particular circumstances, their eligibility for benefits under the Treaty and the potential impact of the recently issued Treasury Regulations.

Passive Foreign Investment Company Rules

If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or Class A ordinary shares, unless the U.S. Holder makes a

mark-to-market

election (as described below), the U.S. Holder will generally be subject to special tax rules that have a penalizing effect, regardless of whether we remain a PFIC, on (a) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for our ADSs or Class A ordinary shares), and (b) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, of ADSs or Class A ordinary shares. Under the PFIC rules:

•

such excess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or Class A ordinary shares;

•

such amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC, or

pre-PFIC

year, will be taxable as ordinary income;

•

such amount allocated to each prior taxable year, other than a

pre-PFIC

year, will be subject to tax at the highest tax rate in effect applicable to individuals or corporations as appropriate for that year; and an interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a

pre-PFIC

year.

If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or Class A ordinary shares and any of our

non-United

States subsidiaries is also a PFIC (i.e., a lower-tier PFIC), such U.S. Holder

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would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be subject to the rules described above on certain distributions by a lower-tier PFIC and a disposition of shares of a lower-tier PFIC even though such U.S. Holder would not receive the proceeds of those distributions or dispositions. Each U.S. Holder is advised to consult its tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

As an alternative to the foregoing rules, if we are a PFIC, a U.S. Holder of “marketable stock” may make a

mark-to-market

election with respect to our ADSs, provided that the ADSs are regularly traded on NYSE. In addition, we do not expect that holders of Class A ordinary shares that are not represented by ADSs will be eligible to make a

mark-to-market

election. We anticipate that our ADSs should qualify as being regularly traded, but no assurances may be given in this regard. If a U.S. Holder makes this election, the U.S. Holder will generally (a) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of ADSs held at the end of the taxable year over the adjusted tax basis of such ADSs and (b) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the ADSs over the fair market value of such ADSs held at the end of the taxable year, but such deduction will only be allowed to the extent of the net amount previously included in income as a result of the

mark-to-market

election. The U.S. Holder’s adjusted tax basis in the ADSs would be adjusted to reflect any income or loss resulting from the

mark-to-market

election. If a U.S. Holder makes a

mark-to-market

election, any gain recognized upon the sale or other disposition of ADSs will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the

mark-to-market

election.

If a U.S. Holder makes a

mark-to-market

election and we cease to be a PFIC, the U.S. Holder will not be required to take into account the

mark-to-market

gain or loss described above during any period that we are not classified as a PFIC. Because a

mark-to-market

election technically cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for United States federal income tax purposes.

We do not intend to provide the information necessary for U.S. Holders to make qualified electing fund elections, which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.

If a U.S. Holder owns our ADSs or Class A ordinary shares during any taxable year that we are a PFIC, the U.S. Holder must file an annual report containing such information as the United States Treasury Department may require and will generally be required to file an annual IRS Form 8621. Each U.S. Holder is advised to consult its tax advisors concerning the United States federal income tax consequences of purchasing, holding, and disposing of ADSs or Class A ordinary shares if we are or become a PFIC, including the possibility of making a

mark-to-market

election.

F.	Dividends and Paying Agents

Not applicable.

G.	Statement by Experts

Not applicable.

H.	Documents on Display

We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we are required to file reports, including annual reports on Form

20-F,

and other information with SEC. All information filed with SEC can be obtained over the internet at SEC’s

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website at

www.sec.gov

or inspected and copied at the public reference facilities maintained by SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call SEC at

1-800-SEC-0330

or visit the SEC website for further information on the operation of the public reference rooms.

As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meeting and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and, upon our written request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meeting received by the depositary from us.

I.	Subsidiary Information

Not applicable.

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest bearing deposits and short-term investments, and interest expenses incurred by short-term loan. Interest-earning instruments carry a degree of interest rate risk. We have not been exposed to material risks due to changes in interest rates. We have not used any derivative financial instruments to manage our interest risk exposure. However, due to changes in market interest rates, our future interest expense may increase and our future interest income may fall short of expectations.

Foreign Exchange Risk

All of our revenues and most of our expenses are denominated in Renminbi. Our exposure to foreign exchange risk primarily relates to cash and cash equivalents, short-term loans and other receivables and prepayment. As the impact of foreign currency risk on our operations was not material in the past, we have not used any forward contracts, currency borrowings or derivative instruments to hedge our exposure to foreign currency exchange risk.

The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. The Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future.

To the extent that we need to convert the U.S. dollars for our operations, acquisitions, or for other uses within China, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we receive from the conversion. On the other hand, a decline in the value of the Renminbi against the U.S. dollar could reduce the U.S. dollar equivalent of our financial results, the value of your investment in the company and the dividends that we may pay in the future, if any, all of which may materially and adversely affect the prices of our ADS. As of December 31, 2021, the cash and cash equivalents, short-term loans and other receivables and prepayment denominated in foreign currencies are not material and our exposure to foreign exchange risk is limited.

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ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.	Debt Securities

Not applicable.

B.	Warrants and Rights

Not applicable.

C.	Other Securities

Not applicable.

D.	American Depositary Shares

Fees and Charges Our ADS Holders May Have to Pay

Deutsche Bank Trust Company Americas, the depositary of our ADS program, collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deducting from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide

fee-attracting

services until its fees for those services are paid. Set forth below is a summary of fees holders of our ADSs may be required to pay for various services the depositary may provide:


Service		Fees
• Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property		Up to US$0.05 per ADS issued

• Cancelation of ADSs, including the case of termination of the deposit agreement		Up to US$0.05 per ADS canceled

• Distribution of cash dividends or other cash distributions		Up to US$0.05 per ADS held

• Distribution of ADSs pursuant to share dividends, free share distributions or exercise of rights.		Up to US$0.05 per ADS held

• Distribution of securities other than ADSs or rights to purchase additional ADSs		A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the ordinary shares had been deposited for issuance of ADSs

• Depositary services		Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary bank

• Transfer of ADRs		US$1.50 per certificate presented for transfer

As an ADS holder, you will also be responsible to pay certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges such as:

•

Fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in the Cayman Islands (i.e., upon deposit and withdrawal of ordinary shares).

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•

Expenses incurred for converting foreign currency into U.S. dollars.

•

Expenses for cable, telex and fax transmissions and for delivery of securities.

•

Taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or withholding taxes (i.e., when ordinary shares are deposited or withdrawn from deposit).

•

Fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit.

•

Fees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements applicable to ordinary shares, deposited securities, ADSs and ADRs.

•

Any applicable fees and penalties thereon.

Fees and Other Payments Made by the Depositary to Us

The depositary has agreed to reimburse us for a portion of certain expenses we incur that are related to establishment and maintenance of the ADR program, including investor relations expenses. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not related to the amounts of fees the depositary collects from investors. Further, the depositary has agreed to reimburse us certain fees payable to the depositary by holders of ADSs. Neither the depositary nor we can determine the exact amount to be made available to us because (i) the number of ADSs that will be issued and outstanding, (ii) the level of service fees to be charged to holders of ADSs, and (iii) our reimbursable expenses related to the program are not known at this time.

Pursuant to such agreement, we received from the depository US$2.0 million, after deduction of applicable U.S. taxes, in the year ended December 31, 2021.

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PART II.

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

On September 15, 2014, our shareholders voted in favor of a proposal to adopt a dual-class share structure, pursuant to which our authorized share capital was reclassified and

re-designated

See “Item 10. Additional Information” for a description of the rights of securities holders.

ITEM 15.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule

13a-15(b)

under the Exchange Act, our senior management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures within the meaning of Rules

13a-15(e)

and

15d-15(e)

of the Exchange Act. Based upon that evaluation, our senior management has concluded that, as of December 31, 2021, our disclosure controls and procedures were effective.

Disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in SEC’s rule and forms and that such information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules

13a-15(f)

and

15d-15(f)

under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management conducted an assessment of the effectiveness of our company’s internal control over financial reporting as of December 31, 2021 based on the framework in Internal Control—Integrated Framework

160

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(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.

Deloitte Touche Tohmatsu, our independent registered public accounting firm, audited the financial statements included in this annual report and issued an attestation report on our management’s assessment of our company’s internal control over financial reporting as of December 31, 2021.

Attestation Report of the Registered Public Accounting Firm

The attestation report on our management’s assessment of our company’s internal control over financial reporting issued by Deloitte Touche Tohmatsu, our independent registered public accounting firm, appears on page

F-4

of this annual report.

Changes in Internal Control over Financial Reporting

As required by Rule

13a-15(d),

under the Exchange Act, our management, including our chief executive officer and our chief financial officer, also conducted an assessment of our company’s internal control over financial reporting to determine whether any changes occurred during the period covered by this annual report have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that assessment, except for the change due to adoption of the new accounting standards related to lease, it has been determined that there has been no such change during the period covered by this annual report.

ITEM 16.

[RESERVED]

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that Ms. Kathleen Chien, an independent director (under the standards set forth in Section 303A of the NYSE Listed Company Manual and Rule

10A-3

under the Exchange Act) and member of our audit committee, qualifies as an audit committee financial expert.

ITEM 16B.

CODE OF ETHICS

Our board of directors has adopted a code of ethics that applies to all of the directors, officers and employees of us and our subsidiaries, whether they work for us on a full-time, part-time, consultative, or temporary basis. In addition, we expect those who do business with us, such as consultants, suppliers and collaborators, to also adhere to the principles outlined in the code of ethics. Certain provisions of the code of ethics apply specifically to our chief executive officer, chief financial officer, senior finance officer, controller, vice presidents and any other persons who perform similar functions for us. We have filed our code of business conduct and ethics as an exhibit to our registration statement on Form

F-1

(No.

333-179581)

in connection with our initial public offering in March 2012, which was incorporated by reference thereto in this annual report.

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Deloitte Touche Tohmatsu (PCAOB ID No.1104), our principal accountant, for the periods indicated. We did not pay any other fees to our principal accountant during the periods except as indicated below.


	2020		2021
	RMB		RMB		US$
	(in thousands)
Audit Fees (1)		14,600		13,900		2,181
Audit-Related Fees (2)		235		195		31
Tax Fees (3)		745		688		108

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Notes:

(1)

“Audit Fees” represent the aggregate fees billed for each of the fiscal years listed for professional services rendered by our principal accountant for the audit of our annual consolidated financial statements, review of quarterly financial information, and audit services that are normally provided by the principal accountant in connection with regulatory filings or engagements for those fiscal years.

(2)	“Audit-Related Fees” represent the aggregate fees billed in each of the fiscal years listed for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”

(3)	“Tax Fees” represent the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning.

All audit and permitted

non-audit

services provided by our principal accountant, including audit services, audit-related services, tax services, and other services as described above, must be and have been approved in advance by our audit committee.

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

None.

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

On March 30, 2021, our board of directors authorized a share repurchase program, under which we may purchase up to US$500 million worth of our Class A ordinary shares over the

24-month

period upon the establishment of share repurchase program. As of the date of this annual report, we have repurchased ADSs representing 7,514,514 Class A ordinary shares under the program and the program has been fully utilized.

On March 31, 2022, our board authorized an additional share repurchase program, under which we may further purchase up to US$1 billion worth of our Class A ordinary share over the

24-month

period that follows.

ITEM 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

None.

ITEM 16G.

CORPORATE GOVERNANCE

Section 303A.08 of the NYSE Listed Company Manual requires a NYSE-listed company to obtain its shareholders’ approval when an equity compensation arrangement is established or materially amended. Section 303A.00 of the NYSE Listed Company Manual permits a foreign private issuer like our company to follow home country practice in certain corporate governance matters. Pursuant to the approval on July 1, 2014 by our board of directors, we adopted our 2014 Plan. Our Cayman Islands counsel has provided a letter to NYSE dated July 5, 2014 certifying that under Cayman Islands law, we are not required to obtain shareholders’ approval for adoption of an equity incentive plan. NYSE has acknowledged the receipt of such letter and our home country practice with respect to approval for the adoption of our 2014 Plan.

Other than the home country practices described above, we are not aware of any significant differences between our corporate governance practices and those followed by domestic companies under NYSE Listed Company Manual.

ITEM 16H.

MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III.

ITEM 17.

FINANCIAL STATEMENTS

We have elected to provide financial statements pursuant to Item 18.

ITEM 18.

FINANCIAL STATEMENTS

The consolidated financial statements of Vipshop Holdings Limited are included at the end of this annual report.

ITEM 19.

EXHIBITS


Exhibit Number		Document

1.1		Second Amended and Restated Memorandum and Articles of Association of the Registrant adopted by the shareholders of the Registrant on September 15, 2014 (incorporated by reference to Exhibit 1.2 to our Annual Report on Form 20-F (File No. 001-35454) filed with the SEC on April 16, 2021)

2.1		Form of Ordinary Share Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-1 (File No. 333-179581), as amended, initially filed with the Securities and Exchange Commission on February 17, 2012)

2.2		Deposit Agreement among the Registrant, the depositary and all holders of the American Depositary Receipts of the Registrant, dated as of March 22, 2012 (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-8 (File No. 333-181559) filed with the Securities and Exchange Commission on May 21, 2012)

2.3		Form of Amendment to Deposit Agreement among the Registrant, the depositary and all holders of the American Depositary Receipts of the Registrant (incorporated by reference to Exhibit 99.(A)(2) to the Registration Statement on Form F-6EF filed by Deutsche Bank Trust Company Americas with the Securities and Exchange Commission on October 21, 2014)

2.4		Amended and Restated Shareholders’ Agreement, among the Registrant and other parties thereto dated as of April 11, 2011 (incorporated by reference to Exhibit 4.4 to our Registration Statement on Form F-1 (File No. 333-179581), as amended, initially filed with the Securities and Exchange Commission on February 17, 2012)

2.5		Description of Securities (incorporated by reference to Exhibit 2.5 to our Annual Report on Form 20-F (File No. 001-35454) filed with the SEC on April 16, 2021)

4.1		2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form F-1 (File No. 333-179581), as amended, initially filed with the Securities and Exchange Commission on February 17, 2012)

4.2		2012 Share Incentive Plan (incorporated by reference to Exhibit 10.11 to our Registration Statement on Form F-1 (File No. 333-179581), as amended, initially filed with the Securities and Exchange Commission on February 17, 2012)

4.3		2014 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-8, as amended, initially filed with the Securities and Exchange Commission on October 22, 2014)

4.4		Form of Employment Agreement between the Registrant and the executives of the Registrant (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form F-1 (File No. 333-179581), as amended, initially filed with the Securities and Exchange Commission on February 17, 2012)

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Exhibit Number		Document

4.5		Form of Exclusive Business Cooperation Agreement between a wholly-owned subsidiary of the Registrant and a consolidated affiliated entity of the Registrant, as currently in effect, and a schedule of all executed exclusive business cooperation agreements adopting the same form in respect of a consolidated affiliated entity of the Registrant (incorporated by reference to Exhibit 4.5 to our Annual Report on Form 20-F (File No. 001-35454) filed with the SEC on April 18, 2019)

4.6		Form of Equity Interest Pledge Agreement among a wholly-owned subsidiary of the Registrant, a consolidated affiliated entity of the Registrant, and shareholders of the consolidated affiliated entity of the Registrant, as currently in effect, and a schedule of all executed equity interest pledge agreements adopting the same form in respect of a consolidated affiliated entity of the Registrant (incorporated by reference to Exhibit 4.6 to our Annual Report on Form 20-F (File No. 001-35454) filed with the SEC on April 18, 2019)

4.7		Form of Exclusive Option Agreement among a wholly-owned subsidiary of the Registrant, a consolidated affiliated entity of the Registrant, and shareholders of the consolidated affiliated entity of the Registrant, as currently in effect, and a schedule of all executed exclusive option agreements adopting the same form in respect of a consolidated affiliated entity of the Registrant (incorporated by reference to Exhibit 4.7 to our Annual Report on Form 20-F (File No. 001-35454) filed with the SEC on April 18, 2019)

4.8		Form of Power of Attorney by shareholders of a consolidated affiliated entity of the Registrant, as currently in effect, and a schedule of all executed powers of attorney adopting the same form in respect of a consolidated affiliated entity of the Registrant (incorporated by reference to Exhibit 4.8 to our Annual Report on Form 20-F (File No. 001-35454) filed with the SEC on April 18, 2019)

4.9		Form of Loan Agreement between a wholly-owned subsidiary of the Registrant and a consolidated affiliated entity of the Registrant, as currently in effect, and a schedule of all executed loan agreements adopting the same form in respect of a consolidated affiliated entity of the Registrant (incorporated by reference to Exhibit 4.9 to our Annual Report on Form 20-F (File No. 001-35454) filed with the SEC on April 18, 2019)

4.10		Form of Indemnity Agreement between the Registrant and its directors and officers (incorporated by reference to Exhibit 10.10 to our Registration Statement on Form F-1 (File No. 333-179581), as amended, initially filed with the Securities and Exchange Commission on February 17, 2012)

4.11		Business Cooperation Framework Agreement dated December 17, 2017 among the Registrant and JD.com, Inc. (incorporated by reference to Exhibit 99.3 to Schedule 13D (File No. 005-86788) filed by JD.com, Inc. with the Securities and Exchange Commission on January 8, 2018)

4.12		Strategic Cooperation Framework Agreement dated December 17, 2017 among the Registrant and Shenzhen Tencent Computer Systems Company Limited (incorporated by reference to Exhibit 4 to Schedule 13D (File No. 005-86788) filed by Tencent Holdings Limited with the Securities and Exchange Commission on January 8, 2018)

4.13		Investor Rights Agreement dated December 29, 2017 among the Registrant, Mr. Eric Ya Shen, Mr. Arthur Xiaobo Hong, Elegant Motion Holdings Limited, High Vivacity Holdings Limited, Windcreek Limited and Tencent Mobility Limited (incorporated by reference to Exhibit 99.4 to Schedule 13D (File No. 005-86788) filed by JD.com, Inc. with the Securities and Exchange Commission on January 8, 2018)

4.14		Strategic Business Cooperation Agreement dated November 25, 2019 between the Registrant and SF Holding Co., Ltd. (incorporated by reference to Exhibit 4.16 to our Annual Report on Form 20-F (File No. 001-35454) filed with the Securities and Exchange Commission on April 27, 2020)

4.15*†		English Translation of Supplemental Agreement to Strategic Business Cooperation Agreement in November 2021 between the Registrant and SF Holding Co., Ltd.

8.1*		List of Significant Consolidated Entities of the Registrant

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Exhibit Number		Document

11.1		Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 to our Registration Statement on Form F-1 (File No. 333-179581), as amended, initially filed with the Securities and Exchange Commission on February 17, 2012)

12.1*		Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2*		Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1**		Chief Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

13.2**		Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15.1*		Consent of Deloitte Touche Tohmatsu

15.2*		Consent of Han Kun Law Offices

15.3*		Consent of Travers Thorp Alberga

101.INS*		Inline XBRL Instance Document—this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Notes:

*	Filed with this annual report on Form 20-F.

**	Furnished with this annual report on Form 20-F.

†	Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form

20-F

and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.


Vipshop Holdings Limited

By:	/s/ Eric Ya Shen
	Name:	Eric Ya Shen
	Title:	Chairman of the Board of Directors and
		Chief Executive Officer

Date: April 27, 2022

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Table of Contents

VIPSHOP HOLDINGS LIMITED

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS


	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2020 and 2021		F-6
Consolidated Statements of Income and Comprehensive Income for each of the three years in the period ended December 31, 2021		F-9
Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended December 31, 2021		F-11
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2021		F-14
Notes to the Consolidated Financial Statements		F-17
Schedule I—Condensed Financial Information of the Parent Company		F-71

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Vipshop Holdings Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vipshop Holdings Limited and its subsidiaries, (collectively referred to as the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2021, the related notes and the schedule listed in the Schedule I (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 27, 2022, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Convenience translation

Our audits also comprehended the translation of Renminbi amounts into United States dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 2 to the financial statements. Such United States dollar amounts are presented solely for the convenience of readers in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical

Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

F-2

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Critical

Audit Matter (Continued)

Inventory—Inventory write-down—Refer to Notes 2(g) to the financial statements

Critical Audit Matter Description

The Company had inventories of RMB 6.87 billion as of December 31, 2021, which represented approximately 20.9% of the Company’s total current assets. Inventories are valued at cost or net realizable value. Write-downs are recorded when future estimated net realizable values are less than costs. Inventory write-downs are estimated based on significant management estimates and assumptions used to determine the write-down percentages that are applied to different aging and condition of the merchandizes within each product category. In determining the write-down percentages on inventories, the Company takes into considerations of factors such as the inventories’ aging, historical trends, forecasted demands, expected selling prices and future promotional events. Changes in the write-down percentages could have a significant impact on the recorded balance of inventories in the consolidated financial statements.

Auditing management’s estimates related to the inventory write-down percentages involves subjective and complex auditors’ judgments on the appropriateness of the percentages applied.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s valuation of inventories included the following, among others:

•

We tested the design and implementation, as well as the operating effectiveness of internal controls over management’s assessment of inventories write-downs;

•

We evaluated the appropriateness and consistency of management’s methods and assumptions used in developing their estimates of the inventories write-downs;

•

We tested the accuracy and completeness of the underlying data utilized in the management’s write-down assessment, including categorization of the inventories and the aging distribution of the inventory by category;

•

We made inquiries with management to obtain an understanding of the planned promotion events, expected sales trends in the upcoming promotion cycles and evaluate whether these factors have been appropriately incorporated into the valuation assessments;

•

We performed substantive analytical procedure to assess the reasonableness of management’s estimates on write-down percentages by comparing current period trends to historical trends across multiple fiscal periods, including sales trends, inventory aging and gross margin rates to evaluate management’s ability to reasonably estimate inventory write-downs.

/s/ Deloitte Touche Tohmatsu

Certified Public Accountants

Hong Kong

April 27, 2022

We have served as the Company’s auditor since 2011.

F-3

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Vipshop Holdings Limited

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Vipshop Holdings Limited and its subsidiaries (collectively referred to as the “Company”) as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated April 27, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financing Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F-4

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Definition and Limitations of Internal Control over Financial Reporting (Continued)

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte Touche Tohmatsu

Certified Public Accountants

Hong Kong

April 27, 2022

We have served as the Company’s auditor since 2011.

F-5

Table of Contents

VIPSHOP HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEETS

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


	As of December 31,
	2020		2021		2021
	RMB		RMB		US$
					Note 2(z)
ASSETS
Current assets:
Cash and cash equivalents		11,995,415		16,297,410		2,557,419
Restricted cash		815,906		873,859		137,128
Short-term investments		7,328,719		5,381,618		844,493
Accounts receivables, net		334,529		459,128		72,047
Amounts due from related parties, net		333,539		637,825		100,089
Other receivables and prepayments, net		2,286,359		2,326,866		365,136
Loan receivables, net		27,258		131		21
Inventories		7,642,509		6,865,108		1,077,285
Assets held for sale		408,748		—		—

Total current assets		31,172,982		32,841,945		5,153,618

Property and equipment, net		13,584,459		14,376,712		2,256,020
Deposits for property and equipment		73,718		382,121		59,963
Land use rights, net		6,062,792		6,612,165		1,037,593
Intangible assets, net		333,022		320,943		50,363
Investments in equity method investees		1,949,787		2,476,868		388,675
Other investments		2,861,034		2,482,911		389,623
Other long-term assets		100,328		296,366		46,506
Goodwill		593,662		589,165		92,453
Deferred tax assets, net		628,267		760,023		119,264
Right-of-use assets, net		1,580,763		1,148,322		180,197

Total assets		58,940,814		62,287,541		9,774,275

The accompanying notes are an integral part of the consolidated financial statements.

F-6

Table of Contents

VIPSHOP HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEETS (CONTINUED)

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


	As of December 31,
	2020		2021		2021
	RMB		RMB		US$
					Note 2(z)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable (Including accounts payable of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB42,615 and RMB2,340 as of December 31, 2020 and 2021, respectively)		15,191,313		13,144,935		2,062,727
Advances from customers (Including advances from customers of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB281,260 and RMB402,482 as of December 31, 2020 and 2021, respectively)		1,558,891		1,828,781		286,976
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 RMB 2,720,520 and RMB2,478,930 as of December 31, 2020 and 2021, respectively)		7,696,996		7,658,677		1,201,814
Amounts due to related parties (Including amounts due to related parties of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of nil and RMB120,824 as of December 31, 2020 and 2021, respectively)		444,100		429,088		67,333
Deferred income (Including deferred income of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB289,815 and RMB361,186 as of December 31, 2020 and 2021, respectively)		334,431		449,693		70,567
Short-term loans		1,043,426		1,975,184		309,950
Operating lease liabilities (Including operating lease liabilities of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB1,157 and RMB2,546 as of December 31, 2020 and 2021, respectively)		299,791		284,659		44,669

Total current liabilities		26,568,948		25,771,017		4,044,036

The accompanying notes are an integral part of the consolidated financial statements.

F-7

Table of Contents

VIPSHOP HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEETS (CONTINUED)

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


	As of December 31,
	2020			2021			2021
	RMB			RMB			US$
							Note 2(z)
Deferred tax liabilities (Including deferred tax liabilities of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB31,773 and RMB29,032 as of December 31, 2020 and 2021, respectively)		432,995			437,202			68,607
Deferred income-noncurrent (Including deferred income of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB21 and nil as of December 31, 2020 and 2021, respectively)		1,070,891			1,026,155			161,026
Operating lease liabilities-noncurrent (Including operating lease liabilities-noncurrent of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB4,501 and RMB358 as of December 31,2020 and 2021, respectively)		1,360,946			952,813			149,517
Other long term liabilities		121,245			272,038			42,689

Total liabilities		29,555,025			28,459,225			4,465,875

Commitments and contingencies (Note 22)

SHAREHOLDERS’ EQUITY:
Class A ordinary shares (US$0.0001 par value, 483,489,642 shares authorized, and 119,223,484 and 122,975,885 shares issued, of which 119,223,484 and 120,232,895 shares were outstanding as of December 31, 2020 and 2021, respectively)		77			80			13
Class B ordinary shares (US$0.0001 par value, 16,510,358 shares authorized, and 16,510,358 and 15,560,358 shares issued and outstanding as of December 31, 2020 and 2021, respectively)		11			11			2
Treasury shares, at cost (Nil and 2,742,990 Class A shares as of December 31, 2020 and 2021, respectively)		—			(1,927,719	)		(302,501	)
Additional paid-in capital		10,816,185			12,227,637			1,918,783
Retained earnings		17,740,415			22,421,488			3,518,421
Accumulated other comprehensive loss		(58,954	)		(88,599	)		(13,905	)

Total Vipshop Holdings Limited shareholders’ equity		28,497,734			32,632,898			5,120,813

Non-controlling interests		888,055			1,195,418			187,587

Total shareholders’ equity		29,385,789			33,828,316			5,308,400

Total liabilities and shareholders’ equity		58,940,814			62,287,541			9,774,275

The accompanying notes are an integral part of the consolidated financial statements.

F-8

Table of Contents

VIPSHOP HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

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


	Year ended December 31,
	2019			2020			2021			2021
	RMB			RMB			RMB			US$
										Note 2(z)
Net revenues:
Product revenues		88,721,311			97,449,712			111,256,902			17,458,636
Other revenues		4,273,107			4,408,777			5,802,776			910,582

Total net revenues		92,994,418			101,858,489			117,059,678			18,369,218

Cost of revenues (Including inventory write-down of RMB347,498, RMB554,850 and RMB35,346 for the years ended December 31, 2019, 2020 and 2021, respectively)		(72,314,190	)		(80,573,181	)		(93,953,121	)		(14,743,295	)

Gross profit		20,680,228			21,285,308			23,106,557			3,625,923

Operating expenses:
Fulfillment expenses (Including shipping and handling expenses of RMB4,632,552, RMB4,508,208 and RMB5,239,085 for the years ended December 31, 2019, 2020 and 2021, respectively)		(7,317,706	)		(6,878,991	)		(7,652,504	)		(1,200,845	)
Marketing expenses		(3,323,927	)		(4,284,274	)		(5,089,213	)		(798,609	)
Technology and content expenses		(1,568,107	)		(1,221,264	)		(1,517,307	)		(238,099	)
General and administrative expenses		(4,064,264	)		(3,748,548	)		(4,189,690	)		(657,454	)
Goodwill impairment loss		(278,263	)		—			—			—

Total operating expenses		(16,552,267	)		(16,133,077	)		(18,448,714	)		(2,895,007	)

Other operating income		645,413			707,855			924,579			145,087

Income from operations		4,773,374			5,860,086			5,582,422			876,003
Impairment loss of investments		(127,589	)		(43,160	)		(414,780	)		(65,088	)
Interest expenses		(86,004	)		(67,357	)		(14,461	)		(2,269	)
Interest income		217,027			449,017			671,461			105,367
Exchange loss		(935	)		(160,097	)		(37,052	)		(5,814	)
Investment gain and revaluation of investments		166,932			980,868			85,685			13,446

Income before income taxes and share of income of equity method investees		4,942,805			7,019,357			5,873,275			921,645
Income tax expense		(983,554	)		(1,130,016	)		(1,222,704	)		(191,869	)
Share of income of equity method investees, net of tax of nil		27,182			30,015			42,303			6,638

Net income		3,986,433			5,919,356			4,692,874			736,414
Net loss (income) attributable to non-controlling interests		30,399			(12,399	)		(11,801	)		(1,852	)

Net income attributable to Vipshop Holdings Limited’s shareholders		4,016,832			5,906,957			4,681,073			734,562

The accompanying notes are an integral part of the consolidated financial statements.

F-9

Table of Contents

VIPSHOP HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Continued)

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


	Year ended December 31,
	2019			2020			2021			2021
	RMB			RMB			RMB			US$
										Note 2(z)
Shares used in calculating earnings per share:
Weighted average number of Class A and Class B ordinary shares for computing earnings per Class A and Class B ordinary share:
—Basic		133,524,129			135,077,790			136,175,112			136,175,112
—Diluted		136,081,415			138,036,010			138,745,022			138,745,022
Net earnings per Class A and Class B ordinary share
—Basic		30.08			43.73			34.38			5.39
—Diluted		29.58			42.79			33.74			5.29
Net income		3,986,433			5,919,356			4,692,874			736,414
Other comprehensive loss:
Foreign currency translation, net of tax of nil		(25,773	)		(2,298	)		(29,645	)		(4,652	)

Comprehensive income		3,960,660			5,917,058			4,663,229			731,762

Less: Comprehensive (loss) income attributable to non-controlling interests		(30,399	)		12,399			11,801			1,852

Comprehensive income attributable to Vipshop Holdings Limited’s shareholders		3,991,059			5,904,659			4,651,428			729,910

The accompanying notes are an integral part of the consolidated financial statements.

F-10

Table of Contents

VIPSHOP HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(All amounts in thousands, except for share data)


	Vipshop Holdings Limited Shareholders’ Equity
	Class A ordinary shares				Class B ordinary shares				Additional paid in capital			Retained earnings		Accumulated other comprehensive loss			Total Vipshop Holdings Limited Shareholders’ Equity			Non-controlling interests			Total Equity
	No. of shares		Amount		No. of shares		Amount		Additional paid in capital			Retained earnings		Accumulated other comprehensive loss			Total Vipshop Holdings Limited Shareholders’ Equity			Non-controlling interests			Total Equity
			RMB				RMB		RMB			RMB		RMB			RMB			RMB			RMB

Balance as of December 31, 2018		116,395,883		75		16,510,358		11		9,385,216			7,907,396		(30,883	)		17,261,815			(51,022	)		17,210,793

Net income		—		—		—		—		—			4,016,832		—			4,016,832			(30,399	)		3,986,433
Issuance of ordinary shares upon exercises of share options		85,706		—		—		—		297			—		—			297			—			297
Issuance of ordinary shares upon vesting of shares awards		1,102,773		1		—		—		(1	)		—		—			—			—			—
Share-based compensation expense		—		—		—		—		682,357			—		—			682,357			—			682,357
Acquisition of additional equity interests in subsidiaries		—		—		—		—		(10,497	)		—		—			(10,497	)		(16,400	)		(26,897	)
Dilution on non-controlling interests due to Company’s contribution to its subsidiary				—		—		—		(97,875	)		—		—			(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	)		(25,773	)		—			(25,773	)

Balance as of December 31, 2019		117,584,362		76		16,510,358		11		9,959,497			11,924,228		(56,656	)		21,827,156			422,541			22,249,697

The accompanying notes are an integral part of the consolidated financial statements.

F-11

Table of Contents

VIPSHOP HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Continued)

(All amounts in thousands, except for share data)


	Vipshop Holdings Limited Shareholders’ Equity
	Class A ordinary shares				Class B ordinary shares				Additional paid in capital			Retained earnings			Accumulated other comprehensive loss			Total Vipshop Holdings Limited Shareholders’ Equity			Non-controlling interests			Total Equity
	No. of shares		Amount		No. of shares		Amount		Additional paid in capital			Retained earnings			Accumulated other comprehensive loss			Total Vipshop Holdings Limited Shareholders’ Equity			Non-controlling interests			Total Equity
			RMB				RMB		RMB			RMB			RMB			RMB			RMB			RMB

Balance as of December 31, 2019		117,584,362		76		16,510,358		11		9,959,497			11,924,228			(56,656	)		21,827,156			422,541			22,249,697
Net income		—		—		—		—		—			5,906,957			—			5,906,957			12,399			5,919,356
Issuance of ordinary shares upon exercises of share options		157,429		—		—		—		895			—			—			895			—			895
Issuance of ordinary shares upon vesting of shares awards		1,481,693		1		—		—		(1	)		—			—			—			—			—
Share-based compensation expense		—		—		—		—		835,529			—			—			835,529			—			835,529
Adoption of Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) (Note 2(ad))		—		—		—		—		—			(90,770	)		—			(90,770	)		—			(90,770	)
Capital contribution from non-controlling interests shareholders		—		—		—		—		43,148			—			—			43,148			141,983			185,131
Disposal of a subsidiary		—		—		—		—		—			—			—			—			(2,463	)		(2,463	)
Non-controlling interests arising from acquisitions (Note 3).		—		—		—		—		—			—			—			—			346,647			346,647
Acquisition of additional equity interest in a subsidiary		—		—		—		—		(21,314	)		—			—			(21,314	)		(19,853	)		(41,167	)
Dilution in non-controlling interest due to the Group’s contribution to its subsidiary		—		—		—		—		703			—			—			703			(703	)		—
Dividend distribution to non-controlling interest shareholders		—		—		—		—		—			—			—			—			(12,496	)		(12,496	)
Others		—		—		—		—		(2,272	)		—			—			(2,272	)		—			(2,272	)
Foreign currency translation		—		—		—		—		—			—			(2,298	)		(2,298	)		—			(2,298	)

Balance as of December 31, 2020		119,223,484		77		16,510,358		11		10,816,185			17,740,415			(58,954	)		28,497,734			888,055			29,385,789

The accompanying notes are an integral part of the consolidated financial statements.

F-12

Table of Contents

VIPSHOP HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Continued)

(All amounts in thousands, except for share data)


	Vipshop Holdings Limited Shareholders’ Equity
	Class A ordinary shares					Class B ordinary shares					Treasury stock					Additional paid in capital			Retained earnings		Accumulated other comprehensive loss			Total Vipshop Holdings Limited Shareholders’ Equity			Non-controlling interests			Total Equity
	No. of shares			Amount		No. of shares			Amount		No. of shares		Amount			Additional paid in capital			Retained earnings		Accumulated other comprehensive loss			Total Vipshop Holdings Limited Shareholders’ Equity			Non-controlling interests			Total Equity
				RMB					RMB				RMB			RMB			RMB		RMB			RMB			RMB			RMB
Balance as of December 31, 2020		119,223,484			77		16,510,358			11		—		—			10,816,185			17,740,415		(58,954	)		28,497,734			888,055			29,385,789
Net income		—			—		—			—		—		—			—			4,681,073		—			4,681,073			11,801			4,692,874
Conversion of ordinary shares (Note 17).		950,000			—		(950,000	)		—		—		—			—			—		—			—			—			—
Repurchase of ordinary shares (Note 17).		(2,742,990	)		—		—			—		2,742,990		(1,927,719	)		—			—		—			(1,927,719	)		—			(1,927,719	)
Issuance of ordinary shares upon exercises of share options		1,646,137			2		—			—		—		—			419,812			—		—			419,814			—			419,814
Issuance of ordinary shares upon vesting of shares awards		1,156,264			1		—			—		—		—			(1	)		—		—			—			—			—
Share-based compensation expense		—			—		—			—		—		—			859,220			—		—			859,220			—			859,220
Capital contribution from non-controlling interests shareholders		—			—		—			—		—		—			150,471			—		—			150,471			310,677			461,148
Acquisition of additional equity interest in subsidiaries		—			—		—			—		—		—			(18,050	)		—		—			(18,050	)		2,968			(15,082	)
Dividend distribution to non-controlling interest shareholders		—			—		—			—		—		—			—			—		—			—			(18,083	)		(18,083	)
Foreign currency translation		—			—		—			—		—		—			—			—		(29,645	)		(29,645	)		—			(29,645	)

Balance as of December 31, 2021		120,232,895			80		15,560,358			11		2,742,990		(1,927,719	)		12,227,637			22,421,488		(88,599	)		32,632,898			1,195,418			33,828,316

The accompanying notes are an integral part of the consolidated financial statements.

F-13

Table of Contents

VIPSHOP HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands)


	Year ended December 31,
	2019			2020			2021			2021
	RMB			RMB			RMB			US$
										Note 2(z)
Cash flows from operating activities:
Net income		3,986,433			5,919,356			4,692,874			736,414
Adjustments to reconcile net income to net cash by operating activities:
Provision for (reversal of) allowance for doubtful accounts		229,531			(9,131	)		(17,118	)		(2,686	)
Inventory write-down		347,498			554,850			35,346			5,547
Depreciation of property and equipment		830,368			970,083			1,096,971			172,139
Amortization of deferred income		(23,186	)		(27,351	)		(39,192	)		(6,150	)
Impairment of long-lived assets		537,579			47,022			61,922			9,717
Amortization of intangible assets		15,757			36,539			12,078			1,895
Amortization of land use rights		104,381			132,657			150,481			23,614
Deferred tax assets		(99,538	)		(66,259	)		(131,756	)		(20,675	)
Deferred tax liabilities		68,866			(37,364	)		(20,260	)		(3,179	)
Loss on disposal of property and equipment and land use rights		14,404			7,752			5,691			893
Share based compensation expenses		688,083			951,048			1,010,013			158,493
Share of income of equity method investees		(27,182	)		(30,015	)		(42,303	)		(6,638	)
Impairment loss of other investments		127,589			—			378,989			59,472
Impairment loss of equity method investees		—			43,160			35,791			5,616
Goodwill impairment loss		278,263			—			—			—
Investment (gain) loss and revaluation of investments		(165,731	)		(293,140	)		64,577			10,134
Loss (gain) on disposal of subsidiaries		11,323			(48,626	)		(189,142	)		(29,681	)
Gain on disposal of equity method investees		—			(57,629	)		—			—
(Gain) loss on disposal of other investments		—			(351,863	)		355			56
Noncash lease expense		325,245			403,875			326,532			51,240
Changes in operating assets and liabilities:
Accounts receivable		4,165,302			988,109			(88,049	)		(13,817	)
Amounts due from related parties		12,682			(6,493	)		5,188			814
Other receivables and prepayments		936,509			727,406			172,448			27,061
Other long-term assets		—			—			(24,584	)		(3,858	)
Interest receivables on short-term investments		(11,621	)		(58,719	)		(42,618	)		(6,688	)
Inventories		(2,625,892	)		(527,198	)		917,384			143,957
Dividends received from equity method investees		13,147			114,579			54,235			8,511
Accounts payable		1,681,114			1,386,900			(1,941,657	)		(304,688	)
Advances from customers		(282,764	)		262,824			269,890			42,352
Accrued expenses and other current liabilities		1,148,730			1,268,114			263,960			41,421
Amounts due to related parties		282,261			(60,644	)		(25,200	)		(3,954	)
Deferred income		27,904			(54,186	)		67,939			10,661
Operating lease liabilities		(306,872	)		(365,212	)		(316,141	)		(49,611	)

Net cash generated from operating activities		12,290,183			11,820,444			6,744,644			1,058,382

Cash flows from investing activities:
Purchases of property and equipment		(3,303,176	)		(2,237,257	)		(2,732,399	)		(428,773	)
Purchases of land use rights		(974,497	)		(34,638	)		(846,246	)		(132,794	)
Government subsidies received for land use rights		220,720			205,554			96,365			15,122
Proceed from disposal of property and equipment and land use rights		33,442			305,417			395,077			61,996
Purchases of short-term investments		(3,271,105	)		(14,349,500	)		(8,549,180	)		(1,341,553	)
Redemption of short-term investments upon maturities		2,500,340			9,626,105			10,450,180			1,639,861

The accompanying notes are an integral part of the consolidated financial statements.

F-14

Table of Contents

VIPSHOP HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(All amounts in thousands)


	Year ended December 31,
	2019			2020			2021			2021
	RMB			RMB			RMB			US$
										Note 2(z)
Investments in equity method investees and other investments		(605,933	)		(1,601,915	)		(760,154	)		(119,285	)
Proceed from disposal of investments		—			1,053,722			63,826			10,016
Payment for acquisition, net of cash acquired of RMB175,822, RMB183,025 and RMB401 in 2019, 2020 and 2021, respectively		(2,749,178	)		(569,425	)		(148,809	)		(23,351	)
Deposit paid for other investments		—			—			(228,571	)		(35,868	)
Cash paid for loan originations		(2,762,052	)		(819,767	)		(262,275	)		(41,157	)
Cash received for disposal of subsidiaries		—			562,791			600,458			94,225
Cash received from loan repayments		2,670,549			1,117,786			135,662			21,288
Other investing activities		330			46,084			(540,423	)		(84,803	)

Net cash used in investing activities		(8,240,560	)		(6,695,043	)		(2,326,489	)		(365,076	)

Cash flows from financing activities:
Proceeds from bank and other borrowings		1,819,380			2,544,445			4,068,888			638,497
Repayment to bank and other borrowings		(2,605,503	)		(2,689,972	)		(3,124,583	)		(490,315	)
Proceeds from equity method investees		—			63,830			40,800			6,402
Repayment to equity method investees		(260,203	)		(6,470	)		(30,600	)		(4,801	)
Borrowing from non-controlling interests shareholders		—			—			70,000			10,985
Capital contributions from non-controlling interests shareholders		107,950			122,613			461,148			72,364
Repurchase of ordinary shares		—			—			(1,938,798	)		(304,240	)
Acquisition of non-controlling interests		(25,375	)		(41,167	)		(7,374	)		(1,157	)
Dividend distribution to non-controlling interest shareholders		—			(12,496	)		(18,083	)		(2,838	)
Redemption of convertible senior notes		(4,220,841	)		—			—			—
Repayment of securitization debt		(969,000	)		—			—			—
Proceeds from issuance of ordinary shares upon exercise of share options		297			895			419,814			65,878
Deferred settlement on purchase of equity method investees and other investments		(103,405	)		—			—			—
Deferred settlement on acquisition of non-controlling interests		—			(2,517	)		—			—

Net cash used in financing activities		(6,256,700	)		(20,839	)		(58,788	)		(9,225	)

Effect of exchange rate changes on cash, cash equivalents and restricted cash		(112,110	)		(12,526	)		581			90

Net (decrease) increase in cash, cash equivalents and restricted cash		(2,319,187	)		5,092,036			4,359,948			684,171

Cash, cash equivalents and restricted cash at beginning of the year		10,038,472			7,719,285			12,811,321			2,010,376

Cash, cash equivalents and restricted cash at end of the year		7,719,285			12,811,321			17,171,269			2,694,547

Reconciliation in amounts on the consolidated balance sheets:
Cash and cash equivalents		6,573,808			11,995,415			16,297,410			2,557,419
Restricted cash		1,145,477			815,906			873,859			137,128

Total cash, cash equivalents and restricted cash at end of the year		7,719,285			12,811,321			17,171,269			2,694,547

The accompanying notes are an integral part of the consolidated financial statements.

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VIPSHOP HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(All amounts in thousands)


	Year ended December 31,
	2019		2020		2021		2021
	RMB		RMB		RMB		US$
							Note 2(z)
Supplemental disclosures of cash flow information:
Interest paid, net of amount capitalized		86,004		67,357		13,766		2,160
Income tax paid		818,153		1,136,012		1,360,721		213,527
Supplemental disclosure of non-cash activities:
Conversion of receivables due from the Group as additional capital contribution made by non-controlling interests shareholders (Note 18)		—		62,518		—		—
Reclassification of land use rights to assets held for sale		—		109,429		—		—
Reclassification of property and equipment to assets held for sale		—		299,319		—		—
Settlement for a loan due from an equity method investee at inventories received (Note 23)		—		—		216,000		33,895
Dividend from other investments as reinvestment (Note 10)		—		—		51,635		8,103
Right-of-use assets obtained under operating lease		2,071,948		696,883		163,620		25,676

The accompanying notes are an integral part of the consolidated financial statements.

F-16

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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, the consolidated variable interest entities (“VIEs”) and VIEs’ subsidiaries (collectively, the “Group”), operates 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.

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, the consolidated VIEs and VIEs’ subsidiaries for which the Company is the primary beneficiary. All intercompany transactions, balances and unrealized profit and losses have been eliminated upon consolidation.

The Group evaluates the need to consolidate the 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”), are 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 Vipshop China, 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 three 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; and (iii) Vipshop China, Pin Jun Tong Enterprise Management & Consulting Co., Ltd. (“Pin Jun Tong”) and shareholders of Pin Jun Tong.

F-17

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(b)

Principles of consolidation (Continued)

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 perform its obligations under the Exclusive Business Cooperation Agreement, Exclusive Option Agreement and Loan Agreement, and pay the consulting and service fees and repay 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.

F-18

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(b)

Principles of consolidation (Continued)

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, 2021, 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, revoking the business licenses or operating licenses of the WFOE, Vipshop

E-commerce,

Vipshop Information, Pin Jun Tong 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

F-19

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(b)

Principles of consolidation (Continued)

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 current liabilities, total liabilities, net revenues, total operating expenses, net loss and cash flows after intercompany eliminations are as follows:


	As of December 31,
	2020			2021
	RMB			RMB
Total assets		4,792,049			5,758,094

Total current liabilities		(3,335,367	)		(3,368,308	)

Total liabilities		(3,371,662	)		(3,397,698	)


	Year ended December 31,
	2019			2020			2021
	RMB			RMB			RMB
Net revenues		3,613,683			2,320,227			3,001,552
Total operating expenses		(6,095,095	)		(658,336	)		(1,369,792	)
Net (loss) income		(2,206,270	)		1,663,675			1,145,331

F-20

Table of Contents

VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(b)

Principles of consolidation (Continued)


	Year ended December 31,
	2019			2020		2021
	RMB			RMB		RMB
Net cash provided by operating activities		4,807,929			1,900,300		1,110,253
Net cash (used in) provided by investing activities		(2,206,121	)		1,243,614		(329,498	)
Net cash used in financing activities		(13,125	)		—		(7,374	)

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, fair value of assets and liabilities acquired in business acquisition, impairment of goodwill and long-lived assets, valuation of other investments and allowance for doubtful accounts including expected credit loss. Changes in facts and circumstances may result in revised estimates.

(d)

Cash and cash equivalents

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

(e)

Restricted cash

The Group’s restricted cash mainly represents deposits held in a designated bank account related to online payments service and other restricted cash items.

(f)

Short-term investments

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

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(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.

Inventory write-down is estimated based on significant management estimates and assumptions used to determine the write-down percentages that are applied to different aging groups and assess the condition of the merchandizes within each category. In determining the write-down percentages on inventories, the Company takes into considerations of factors, such as the inventories’ aging, historical trends, forecasted demands, expected selling prices and future promotional events.

(h)

Accounts receivables, net

Accounts receivables are mainly receivables from logistics and warehousing services rendered to the Group’s vendors and receivables from payment platform, which are stated at the historical carrying amount net of allowance for uncollectible accounts. The Group makes estimates of expected credit losses for the allowance for credit losses based upon its assessment of various factors, including historical experience, the age of the accounts receivable balances, probabilities of default and loss given default rates of different types of accounts receivables in each business, credit quality of certain accounts receivables, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect its ability to collect from the counterparties. Uncollectible accounts 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 that is not probable for the balance to be collected.

Accounts receivables expected to be settled in 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 microcredit 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 Group makes estimates of expected credit loss for the allowance for credit losses based upon its assessment of various factors, including historical experience, the age of loan receivables, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the counterparties. Uncollectible loan receivables are written off when the Group has exhausted all efforts and determined that it is probable the balance will not be collected.

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

F-22

Table of Contents

VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(j)

Other receivables and prepayments, net

Other receivables and prepayments mainly consisted of deposits, interest receivable, prepayment to suppliers related to procurement activities for goods and services, loans to third parties, VAT and EIT recoverable and others. The Group makes estimates of expected credit loss for the allowance of other receivables upon its assessment of various factors, including probability of default and loss given default rate of different types of other receivables in each business, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect its ability to collect from the counterparties. 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 that it is probable 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:


		Estimated useful life
Buildings		20 to 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)

Land use rights, net

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 agreements.

(m)

Intangible assets, net

Acquired intangible assets mainly consist of trademarks and payment license acquired from third parties and from business combination.

F-23

Table of Contents

VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(m)

Intangible assets, net (Continued)

Trademarks purchased from third parties are initially recorded at cost and amortized on a straight-line basis over the estimated economic lives.

Identifiable intangibles assets acquired in business combination are determined separately from goodwill based on their fair value. 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 at cost less 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:


		Estimated economic life
Trademarks		2-5 years
Payment license		Indefinite life

(n)

Investments in equity method investee and other investments

Investments accounted under the equity method

Equity investments for which the Group has significant influence but does not own a majority equity interest or otherwise control are accounted for using the equity method. The Group adjusts the carrying amount of the investments and recognizes investment income or loss for its share of the earnings or loss of the investee after the date of investment.

The Group assesses its equity method investments for impairment by considering factors including, but not limited to, current economic and market conditions, operating performance of the entities, including current earnings trends and future cash flows, and other entity-specific information. The fair value determination, particularly for investments in privately-held entities, requires judgment to determine appropriate estimates and assumptions. Changes in these estimates and assumptions could affect the calculation of the fair value of the investments and determination of whether any identified impairment is other-than-temporary. If the decline in the fair value is deemed to be other-than-temporary, the carrying value of the equity method investment is written down to fair value.

Equity investment without readily determinable fair value

The Group’s other investment comprise of investments in privately-held companies and do not have readily determinable fair value.

F-24

Table of Contents

VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(n)

Investments in equity method investee and other investments (Continued)

The Group measure these investments at cost minus impairment, if any, adjusted up or down for observable price changes in orderly transactions for the identical or similar investment of the same issuer. The Group also makes qualitative assessment at each reporting period and if the assessment indicates that the fair value of the investment is less than the carrying value, the investment in equity securities will be written down to its fair value, with the difference between the fair value of the investment and its carrying amount as an impairment loss recorded in the consolidated statements of income and comprehensive income.

Equity investment with

readily determinable fair value

Investments in equity securities that have readily determinable fair value 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 investment (gain) loss and revaluation of investments on the consolidated statements of income and comprehensive income.

(o)

Impairment of long-lived assets

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 evaluates intangible asset that is not subject to amortization for impairment annually and more frequently if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Group conducts quantitative impairment test for indefinite-lived intangible asset and compares of the fair value of the asset with its carrying amount. The Group recognizes impairment loss on the amount by which the carrying value exceeds the fair value of the asset. After an impairment loss is recognized, the Group uses adjusted carrying amount of the long-lived assets and intangible asset as its new accounting basis.

The Group recorded an impairment of RMB537,579, RMB47,022 and RMB61,922 during the years ended December 31, 2019, 2020 and 2021, respectively, in general and administrative expenses on the consolidated statements of income and comprehensive income.

(p)

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.

Prior to January 1, 2020, the Group performed a

two-step

quantitative impairment test to determine the amount, if any, of goodwill impaired. 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

F-25

Table of Contents

VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(p)

Goodwill (Continued)

reporting unit and their carrying amounts will be recorded. Starting from January 1, 2020, the Group adopted ASU

2017-04,

which simplifies the accounting for goodwill impairment by eliminating Step two from the goodwill impairment test. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, versus determining an implied fair value in Step two to measure the impairment loss. The impairment test is performed as of

year-end

or if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount by comparing the fair value of a reporting unit with its carrying value. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

In the fourth quarter of 2019, the Group has outsourced all of its 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 RMB278,263 in 2019. No

impairment has been recorded for the years ended December 31 2020 and 2021.

(q)

Business combinations and

non-controlling

interests

In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The Group has an option to apply a ‘concentration test’ that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

Transactions in which the acquired is considered a business are accounted for as a business combination as described below. Conversely, transactions not considered as business acquisition are accounted for as acquisition of assets and liabilities. In such transactions, the cost of acquisition is allocated proportionately to the acquired identifiable assets and liabilities, based on their proportionate fair value on the acquisition date. In an assets acquisition, no goodwill is recognized, and no deferred taxes are recognized in respect of the temporary differences existing on the acquisition date.

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 value 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 value 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.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(q)

Business combinations and

non-controlling

interests (Continued)

In a business combination achieved in stages, the Group remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and recognize the resulting gain or loss, if any, in earnings.

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 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.

(r)

Leases

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 rights-of-use (“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 statements of income and comprehensive income on a straight-line basis over the lease term.

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

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

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(r)

Leases (Continued)

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 the 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 are classified in operating activities.

As a result of the adoption, the Group recognized

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 3 to 5 years.

Under ASC 842, which permits 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

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(r)

Leases (Continued)

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.

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 applies on industry data, historical experience, independent appraisals and the experience of the management team to value lease residuals.

(s)

Revenue recognition

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. For revenue recognition, the Group evaluates the arrangements within the scope of Topic 606 and 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.

Product revenue recognition

The majority of the Group’s revenue is derived from online product revenue. The Group generates revenue from the sale of apparel, fashion goods, cosmetics, home goods and lifestyle products and other merchandizes through its online platforms, including its internet website and cellular phone application. 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 or to pay over an agreed upon instalment period.

For offline product revenue and merchandizes sold through Shan Shan Outlets, the Group recognizes product revenue at the point of time when customers obtain control of the merchandises.

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 for online product revenue.

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 handling the return of the goods after transfer of control to the customers, and has discretion in establishing the price of the specified goods or services. The Group records all product revenue on a gross basis.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(s)

Revenue recognition (Continued)

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. Accordingly, the Group estimates the expected customer merchandize returns, based on historical return patterns, to record the revenue reversal and a corresponding refund liability which is included in accrued expenses and other current liabilities (Note 12).

Other revenues

Other revenues primarily consist of product promotion and online advertising revenues, lease income mainly earned from the Shan Shan Outlets, fees charged to third-party merchants where the Company provides platform access for sales of their products, logistic services revenue to third-parties, loan facilitation service income and membership fee income.

The Group provides promotion and advertising services to the merchants on its as well as third-party marketing affiliate’s website or mobile apps. The Group recognizes revenue from pay for performance marketing services for which the customers are charged based on effective clicks or sales, or display the advertising services over the agreed period or based on the rate at per thousand impressions.

Shan Shan Outlets leases shop space to various brand shops and the related revenue is accounted under ASC Topic 842—Leases, please refer to detail information in Note 2(r).

The Group charges commission fees to third-party merchants for access to the Group’s platform for sales of their products. The Group is not generally 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 charges the third-party merchants commission fees.

Revenue from logistic services are recognized at the point of time upon completion of the performance of services.

The Group cooperates with banks and third-party consumer financing companies to provide consumer loans to qualified customers, and is entitled to service channel fees calculated as a percentage of the loan amounts. Revenue is recognized when the banks or third-party consumer financing companies grant customers the loans. The Group is not responsible for any activity post loan originations nor does it provide any guarantee for the loans. The Group considers its performance obligation is completed upon the loan origination and the service fee is recognized as revenue at that point in time.

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.

Membership reward program

Shan Shan outlets grants reward points to customers when they purchased goods from shops in outlets operated by the Company. These reward points can be used as credits against payment on future purchases.

Shan Shan outlets considers reward points derived from its own shops in the outlets as a separate performance obligation and allocates the transaction price proportionally between the product sold and reward points granted on a relative standalone selling price basis taking into consideration of the

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(s)

Revenue recognition (Continued)

likelihood of future redemption based on historical experience and the equivalent value per reward points when redeemed. The deferred income related to reward points from its own shops is considered as a contract liability and is not material to the Group’s consolidated financial statements as a whole.

Remaining performance obligations

Remaining performance obligations represent the transaction price allocated to unsatisfied or partially unsatisfied performance obligations. For the years ended December 31, 2020 and 2021, the Group had unfulfilled performance obligations for products to be passed to customers of RMB1,380 million and RMB1,618.8 million, and performance obligations related to Super VIP membership fee and reward points of RMB297 million and RMB380.7 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 product 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 2

for product revenues by principal product categories. The Group disaggregates its other revenue from different types of contracts with customers by service income and lease income, as the Group believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows. The amounts of service income and lease income were RMB4.19 billion and RMB79.2 million, RMB3.96 billion and RMB445.0 million, RMB4.71 billion and RMB1.09

illion for the years ended December 31, 2019, 2020 and 2021, respectively.

Contract balances

The estimated inventories

in-transit

relating to estimated returns are contract assets included in inventories. The balance of contract assets is RMB213,591 and RMB294,251 as of December 31, 2020 and 2021, respectively.

The Group’s contract liabilities mainly consist of prepayments from customers, Super VIP membership fee, reward points and refund liability related to estimated return. As of December 31, 2020 and 2021, the balances of the contract liabilities are

RMB1,949.0 million and RMB2,369.4 million, included in advances from customers, deferred income and accrued expenses and other current liabilities.

Contract liabilities except for refund liability related to estimated return of RMB 272 million as of January 1, 2021 were recognized as revenue during the year ended December 31, 2021. Contract liabilities except for refund liability related to estimated return of RMB 369.9 million as of year ended December 31, 2021 are expected to be realized in the following year.

(t)

Cost of revenues

Cost of revenues consists primarily of cost of merchandizes sold, inventory write-down, cost related to logistics service rendered to customers, cost related to generating promotion and advertising revenue,

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(t)

Cost of revenues (Continued)

occupancy cost for retail shops including rental cost, maintenance costs, depreciation expenses and utility cost of the outlets. The amounts of inventory write-down were RMB347,498, RMB554,850 and RMB35,346 for the years ended December 31, 2019, 2020 and 2021, respectively. Cost of revenues does not include fulfillment expenses and

on-line

payment processing fee, 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 5.

(u)

Fulfilment expenses

Fulfillment expenses primarily consist of personnel expenses of logistics staff, logistics centers rental expenses, shipping and handling expenses and packaging expenses. In the fourth quarter of 2019, the Group ceased its own logistics delivery operations and outsourced all of its delivery activities to third party couriers. The costs paid to the third party couriers are included in fulfilment expenses.

(v)

Marketing expenses

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

Advertising expenses are charged to the consolidated statements of income and comprehensive income in the period incurred. The amounts of advertising expenses incurred were RMB2.23 billion, RMB3.08 billion and RMB 3.28 billion for the years ended December 31, 2019, 2020 and 2021, respectively.

(w)

Technology and content expenses

Technology and content expenses primarily consist of personnel expenses of the staff in the technology and system department, telecommunications expenses, catalog publishing expenses.

(x)

General and administrative expenses

General and administrative expenses primarily consist of personnel expenses for retail and corporate employees, legal, finance, information systems, rental expenses, payment processing fees and other corporate overhead costs.

(y)

Foreign currency transactions and translations

The functional currency of the Company, Vipshop HK 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 are translated into the

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(y)

Foreign currency transactions and translations (Continued)

functional currency at the prevailing exchange rates as of the balance sheet date. Transactions in foreign currencies are 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.

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 RMB is subject to changes

central government policies and international economic and political developments affecting supply and demand in the China foreign exchange trading system. The Group’s cash, cash equivalents and restricted cash denominated in RMB amounted to RMB12.62 billion and RMB16.99 billion as at December 31, 2020 and 2021, respectively.

(z)

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, 2021 are solely for the convenience of the readers and were calculated at the rate of 6.3726 to US$1.00, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 3

, 2021. 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, 2021.

(aa)

Taxation

Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. As part of the process of preparing the consolidated 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 consolidated financial statements at the end of each reporting period 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.

(ab)

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, 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.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(ac)

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. For 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.

(ad)

Concentration and risks

Concentration of customers and suppliers

There are no customers or suppliers from whom revenues or purchases individually represent greater than 10% of the total revenues or the total purchases of the Group for the years ended December 31, 2019, 2020 and 2021.

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, net, loan receivables, net and other receivables, net.

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 are primarily due from consumer financing services. There are no significant credit risk concentrated with any specific end customers under consumer financing, microcredit loans or suppliers under financing service arrangements. 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.

On January 1, 2020, the Group adopted ASU

2016-13

using the modified retrospective transition method. ASU

2016-13

replaces the existing incurred loss impairment model with a forward-looking current expected credit loss (“CECL”) methodology, which results in more timely recognition of credit losses. The Group has developed a CECL model for its financial instruments within the scope of this standard, which are primarily accounts receivable, other receivables, and loan receivables. The cumulative effect from the adoption as of January 1, 2020 was RMB90,770, which is recorded in retained earnings.

(ae)

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.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(ae)

Fair value of financial instruments (Continued)

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.

The Group’s short-term financial instruments include cash and cash equivalents, restricted cash, short-term investments, receivables and prepayments, payables, amounts due from related parties, other current liabilities, amounts due to related parties, advance from customers, and short-term loan. The carrying amounts of these short-term financial instruments approximate their fair value due to the short-term maturity of these instruments. The carrying amounts of the long-term receivables and long-term bank borrowings approximate their fair value as the interest rates are comparable to the prevailing interest rates in the market.

The Group measures its equity investment with readily determinable fair value at its quoted price in active markets.

The financial guarantee arises from the acquisition of Shan Shan Outlets and certain cash-settled share-based compensation arrangements granted by Shan Shan Outlets are recorded as Level 3 financial instruments which are revalued at each reporting period end. The fair value of the financial guarantee is determined 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. The fair value of the liability relating to the cash-settled share-based compensation arrangements was determined using the Monte Carlo Simulation through simulation of the future net profits of the Shan Shan Outlets as disclosed in Note 24(c). The financial guarantee arises from the acquisition of Shan Shan Outlets expired by December 31, 2020.

The Group measures equity method investments and equity investments without readily determinable at fair value on a nonrecurring basis when they are deemed to be impaired. The equity investments without readily determinable, which is included in other investments, is recorded at cost minus impairment, and if any, adjusted by observable price changes in orderly transactions for the identical or similar investments of the same issuer. The fair value of these investments are determined based on valuation techniques using the best information available. An impairment charge to these equity method investments is recorded when the carry amount of an investment exceeds its fair value and this condition is determined to be other-than-temporary.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(af)

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 value of the awards, which are determined on the grant date for equity-classified employee share options and each reporting period end for 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 value at each of the financial reporting dates, and attributes the changes in those fair value over the future services period until the measurement date has been established.

(ag)

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.

(ah)

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 reclassified to “additional

paid-in

capital” when it is

re-issued

for the purpose of share options exercised and share awards.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

(ai)

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.

For the years ended December 31, 2019 and 2020, the Group has determined it has four operating segments, Vip.com, internet finance, Shan Shan Outlets and offline shops, in which the CODM reviews its financial result on a regular basis. From the year ended December 31, 2021, City Outlets is determined as a new additional operating segment. Vip.com and Shan Shan Outlets have been identified as reportable segments. Internet finance, offline shops and City Outlets 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 25.

(aj)

Recent accounting pronouncements

Recently adopted accounting pronouncement

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 adopted the new standard beginning January 1, 2021 with no material impact on the consolidated financial statements.

Recently accounting pronouncements issued not yet adopted

In October 2021, the FASB issued ASU

2021-08,“Business

Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers .”

The amendments in this Update address diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. The amendments in this Update require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers.

For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments.

Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2.	Summary of significant accounting policies (Continued)

includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Group is currently assessing the impact that ASU

2021-08

will have on its future consolidated financial statements.

3.	Acquisition

(a)

Acquisition of Shan Shan Outlets in 2019

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. The remaining RMB25,000 has been paid as of December 31, 2020. 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 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 value on the date of acquisition. The purchase price allocations were determined by the Group with the assistance of an independent valuation appraiser and estimated mainly 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 receivables, net		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
Investments in equity method investees		2,322,375

Total assets acquired		4,683,750

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

3.	Acquisition (Continued)

(a)

Acquisition of Shan Shan Outlets in 2019 (Continued)


	RMB			Weighted average amortization period (in years)
Accounts payables		(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

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, were included in the Group’s consolidated statement of income and comprehensive income since the July 10, 2019 to December 31, 2019.

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.

(b)

Acquisition of Shanjing Business Management (Ningbo) Co., Ltd. (“Ningbo Shanjing”) and Harbin Shan Shan Chunxiaqiudong Properties Co., Ltd (“Harbin Shan Shan”) in 2020

In May and July of 2020, to support the Group’s strategy to continue to expand into the outlet business, the Group acquired additional equity interests of 30.38% and 40% in Ningbo Shanjing and Harbin Shan Shan for cash consideration of RMB236,250 and RMB311,200, respective. As a result of these transactions, the Group obtained control in these two entities and therefore accounted for these transactions as business combination.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

3.	Acquisition (Continued)

(b)

Acquisition of Shanjing Business Management (Ningbo) Co., Ltd. (“Ningbo Shanjing”) and Harbin Shan Shan Chunxiaqiudong Properties Co., Ltd (“Harbin Shan Shan”) in 2020 (Continued)

The aggregated consideration, fair value of assets acquired and liabilities assumed, as well as goodwill resulted from these acquisitions are as follows:


	RMB
Consideration:
Cash		547,450
Fair value of the Group’s existing equity interests at the time of acquisition		1,255,895

Total considerations transferred		1,803,345
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents		172,455
Accounts receivables		11,906
Inventories		390
Other receivables and prepayments		21,158
Property and equipment		1,680,199
Land use rights, net		481,400
Deferred tax assets, net		22,447

Total assets acquired		2,389,955
Accounts payables		(168,982	)
Advances from customers		(69,855	)
Accrued expenses and other current liabilities		(128,058	)
Deferred income		(93,243	)
Deferred tax liabilities		(305,261	)
Total liabilities assumed		(765,399	)

Net assets acquired		1,624,556
Non-controlling interests		(228,162	)

Goodwill		406,951

The fair value of the

pre-existing

interest in the equity method investment on the acquisition date is calculated by deducting the total fair value of additional equity interest acquired in these entities from the fair value of 100% equity interest in these outlets at the date of acquisition by adopting income approach, in particular, the discounted cash flow method to analyze the indicative value of all equity interests in the acquired outlets. The fair value of the outlets acquired are estimated based on significant inputs which mainly include the financial results, growth trends and discount rate. The Group’s existing equity interests were remeasured to a total aggregate fair value of RMB1,255,895, with the excess over the carrying amount of RMB52,820 recognized as gain on deemed disposal of equity method investments in the consolidated statements of income and comprehensive income. Each of the outlets acquired was insignificant individually and in aggregate.

The results of operation of Ningbo Shanjing and Harbin Shan Shan have been consolidated by the Group from May 15, 2020 and July 21, 2020, respectively, and the results of operations of these two outlets are not material to the Group’s consolidated financial statements as a whole.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

3.	Acquisition (Continued)

(c)

Acquisition of Guiyang Shan Shan Guangda Outlets Plaza Co., Ltd. (“Guiyang Shan Shan”) in 2020

In December 2020, the Group acquired 60% of equity interest in Guiyang Shan Shan for a total cash consideration of RMB180,000. The Group has determined that substantially all of the fair value of the gross assets acquired is concentrated in land use rights held by Guiyang Shan Shan and concluded that the acquired set of activities and assets is not a business. Consequently, the Group accounted for this transaction as asset acquisition.

The fair value of the net assets acquired approximates book value of the net assets on the date of acquisition. As a result of the acquisition, the Group recognized current assets of RMB10,793, land use rights of RMB342,227, property and equipment of RMB85,746, current liabilities of RMB142,553 and

non-controlling

interests of RMB118,485.

(d)

Acquisition of Xuzhou Shan Shan Outlets Business Management Co., Ltd (“Xuzhou Shan Shan”) in 2021

In June 2021, the Group acquired 100% of equity interest in Xuzhou Shan Shan for a total cash consideration of RMB149,210. The Group has determined that substantially all of the fair value of the assets group acquired is concentrated in land use rights held by Xuzhou Shan Shan and concluded that the acquired set of activities and assets is not a business. As such, the Group accounted for this transaction as asset acquisition and the acquired asset group were consolidated into a wholly owned subsidiary of the Group. Subsequently, a third-party investor has agreed to contribute RMB60,000 into Xuzhou Shan Shan Outlets Business Management Co., Ltd. for 20% equity interest. As of December 31, 2021, the Group has collected RMB16,000 and the remaining amounts to be collected based on a payment schedule.

As a result of the acquisition, the Group recognized current assets of RMB401, land use rights of RMB170,983, construction in progress of RMB2,293 and deferred tax liabilities of RMB24,467.

4.	Accounts receivables, net

Components of accounts receivables are as follows:


	As of December 31,
	2020			2021
	RMB			RMB
Receivables for logistics and warehousing services rendered		133,367			233,457
Receivables from payment platform		155,774			224,822
Trade receivables (Note a)		36,341			2,482
Others (Note b)		29,008			33,332

Subtotal		354,490			494,093
Allowance for doubt accounts:
Balance at beginning of the year		(111,778	)		(19,961	)
Adoption of Topic 326(Note 2(ad))		(64,794	)		—
Write-offs/(Collected)		130,998			(11,788	)
Reversal/(Provision)		25,613			(3,216	)

Allowance as of the end of the year		(19,961	)		(34,965	)

Accounts receivables, net		334,529			459,128

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

4.	Accounts receivables, net (Continued)

Notes:

(a)

Trade receivables represent financing extended to certain customers when they select to pay for the online product purchases through installments.

(b)

Others mainly represent receivables from the provision of online promotion and advertising services.

5.	Other receivables and prepayments, net

Components of other receivables and prepayments are as follows:


	As of December 31,
	2020			2021
	RMB			RMB
VAT and EIT recoverable		919,849			747,377
Deposits		189,904			213,921
Interest receivable		38,372			174,688
Prepayment to suppliers related to procurement activities of goods and services		608,229			385,805
Prepaid expense		55,131			63,918
Loans to third parties		378,752			517,200
Others		143,845			255,244
Advances to suppliers related to financing activities		5,053			1,002

Subtotal		2,339,135			2,359,155
Allowance for doubtful account:
Balance at beginning of the year		(33,888	)		(52,776	)
Adoption of Topic 326(Note 2(ad))		(1,011	)		—
Write-offs		9,686			3,598
(Provision)/Reversal		(27,563	)		16,889

Allowance as of the end of the year		(52,776	)		(32,289	)

Total		2,286,359			2,326,866

6.	Property and equipment, net


	As of December 31,
	2020			2021
	RMB			RMB
Cost:
Buildings		11,381,720			13,489,590
Furniture, fixtures and equipment		3,155,216			3,345,081
Leasehold improvements		1,296,018			1,370,964
Motor vehicles		33,420			31,998
Software		128,211			150,824
Construction in progress		1,823,883			1,056,887
Sub-total		17,818,468			19,445,344
Less: Accumulated depreciation		(3,766,044	)		(4,589,518	)
Less: Accumulated impairment		(467,965	)		(479,114	)

Property and equipment, net		13,584,459			14,376,712

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

6.	Property and equipment, net (Continued)

During the year ended December 31, 2019, due to declining utilization on two of the Group’s transit warehouses, the Group has decided to rent out these warehouses to third parties. Due to this change, the Group has identified an impairment indicator for its transit warehouses due to their declining utilization rate. Together with write-down of two other unusable warehouses that were under construction, the Group recognized an impairment loss of RMB420.8 million relating to buildings and construction in progress.

During the year ended December 31, 2020, the Group reclassified warehouse at carrying amount of RMB299,319 and land use rights at carrying amount of RMB109,429 in one of its subsidiaries, Qingdao Vipshop Logistics Co., Ltd. to assets held for sale, as the management assessed that it is highly probable that they will be recovered primarily through sale rather than through continuing use and determined the disposition did not represent a strategic shift that will have a major effect on the entity’s operation and financial results, therefore was not reported as discontinued

operation. The disposal of Qingdao Vipshop Logistic Co., Ltd. contributed to the gain on disposal of subsidiaries of RMB158.1 million during the year ended December 31, 2021.

During the year ended December 31, 2021, the Group has identified an impairment indicator for its transit warehouses due to their declining utilization rate and recognized an impairment loss of RMB35,364 relating to buildings.

7.	Land use rights, net


	As of December 31,
	2020			2021
	RMB			RMB
Land use rights		6,511,497			7,186,567
Less: accumulated amortization		(393,697	)		(519,394	)
Less: accumulated impairment		(55,008	)		(55,008	)

Land use rights, net		6,062,792			6,612,165

The expiry dates of the land use rights range from the years 2049 to 2070.

Amortization expenses charged were RMB

104.4

million, RMB

132.7

mill

and RMB

150.5

million

for the years ended December

2019

2020

and

2021

, respectively. The Group expects to record amortization expense of RMB

163.7

million

for each of the year ending December

2022

2023

2024

2025

and

2026

An impairment loss of RMB55.0

million was recorded in general and administrative expenses on the consolidated statements of income and comprehensive income for the year ended December 31, 2019 relating to the transit warehouses impairment discussed in Note 6. There is no impairment on land use rights further recognized for the year ended December 31, 2020 and 2021.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

8.	Intangible assets, net


	As of December 31, 2020										As of December 31, 2021
	Cost		Accumulated amortization (Note a)			Accumulated Impairment			Net amount		Cost		Accumulated amortization (Note a)			Accumulated Impairment			Net amount
	RMB		RMB			RMB			RMB		RMB		RMB			RMB			RMB
Domain names		13,608		(13,608	)		—			—		13,334		(13,334	)		—			—
Trademarks		6,194		(5,823	)		—			371		6,125		(6,040	)		—			85
Payment license (Note b)		319,660		—			—			319,660		319,660		—			—			319,660
Others		73,729		(43,831	)		(16,907	)		12,991		73,729		(55,624	)		(16,907	)		1,198

Total		413,191		(63,262	)		(16,907	)		333,022		412,848		(74,998	)		(16,907	)		320,943

Note:

(a)

Amortization expenses for intangible assets were RMB15,757, RMB36,539 and RMB12,078 for the years ended December 31, 2019, 2020 and 2021, respectively. The Group expects to record amortization expenses of RMB85, nil, nil, nil and nil for the years ending December 31, 2022, 2023, 2024, 2025 and 2026, respectively.

(b)

Payment license

has a legal life of 5 years, which

enables the Group to provide payment services and qualifies as a paying institution. 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.

9.	Investments in equity method investees

Investments in equity method investees as of December 31, 2020 and 2021 were as follows:


	As of December 31,
	2020			2021
	RMB			RMB
Sichuan VipFubon Consumer Finance Co., Ltd (“VipFubon”) (i)		—			200,580
Kunshan Baowei Information Technology Limited (“Kunshan Baowei”) (ii)		307,097			180,278
Shenzhen Tencent Puhe Limited Partnership (“Tencent Puhe”)		198,744			182,682
Sequoia Fashion and Technology Industry Fund Investment Limited Partnership (“Sequoia Fashion and Technology”) ( ii i)		176,810			543,456
Shanxi Tianmei Shan Shan Outlets Shopping Mall Co., Ltd (“Shanxi Shan Shan”)		510,117			568,066
Zhengzhou Shan Shan Outlets Shopping Mall Co., Ltd (“Zhengzhou Shan Shan”)		489,034			488,687
Gansu Shan Shan Outlets Shopping Mall Co., Ltd (“Gansu Shan Shan”)		166,717			161,252
Others		197,892			284,282
Less:
Impairment		(96,624	)		(132,415	)

Total		1,949,787			2,476,868

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

9.	Investments in equity method investees (Continued)

(i)

In October 2021, the Group along with two other un-affiliate PRC companies set up VipFubon in PRC to engage in consumer financing business. The Group holds 49.9% equity interest in VipFubon for a total consideration of RMB249.5 million. As the Group does not have controlling interest nor is the primary beneficiary of VipFubon per articles of association and operation arrangement, but can exercise significant influence on the investee, the Group accounts for this investment using the equity method of accounting.

(ii)

On December 31, 2021, the Group entered into an agreement with the other shareholder of Kunshan Baowei, pursuant to which the Group agreed to sell its 45% equity interest in Kunshan Baowei at a consideration equivalent to 45% of the consolidated net asset value of Kunshan Baowei as of December 31, 2021. Final consideration was determined at RMB177.5 million and was settled by receiving of inventories on the book at the carrying value equivalent to the consideration. The disposal was completed on March 29, 2022 upon fulfillment of the relevant conditions. Further, the loan receivable due from Kunshan Baowei of RMB216,000 are fully repaid with equivalent carrying value of inventories on December 31, 2021 (Note 23(i)(a)).

(iii)

During the year ended December 31, 2020, the Group recognized gain on disposal of an equity method investee in the amount of RMB4,809. There was no disposal of investments in equity method investees for the years ended December 31, 2019 and 2021, respectively.

During the years ended December 31, 2019, 2020 and 2021, the Group recognized its share of income of equity method investees in the amount of RMB27,182, RMB30,015 and RMB42,303, respectively. Nil, RMB43,160 and RMB35,791 impairment have been recorded on these investments accounted for under equity method for the year

ended December 31, 2019, 2020 and 2021, respectively.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

10.	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 value of the Group’s other investments as of December 31, 2020 and 2021 are as follows:


	As of December 31, 2020
	Original cost		Unrealized gains		Accumulated impairment			Translation difference			Balance as of year end
	RMB		RMB		RMB			RMB
Equity investments with readily determinable fair value (Note a)		215,035		77,879		(48,634	)		8,782			253,062
Available-for-sale debt securities (Note b)		112,314		—		(118,689	)		6,375			—
Equity investments without readily determinable fair value (Note c)		2,941,470		4,318		(245,940	)		(91,876	)		2,607,972

Total		3,268,819		82,197		(413,263	)		(76,719	)		2,861,034


	As of December 31, 2021
	Original cost		Unrealized gains (losses)			Accumulated impairment			Translation difference			Balance as of year end
	RMB		RMB			RMB			RMB
Equity investments with readily determinable fair value (Note a)		226,200		(80,829	)		(48,634	)		5,387			102,124
Available-for-sale debt securities (Note b)		112,314		—			(118,689	)		6,375			—
Equity investments without readily determinable fair value (Note c)		3,140,343		4,318			(624,929	)		(138,945	)		2,380,787

Total		3,478,857		(76,511	)		(792,252	)		(127,183	)		2,482,911

Note:

(a)

Equity investments with readily determinable fair value

During the years ended December 31, 2019, 2020 and 2021, equity investments with readily determinable fair value sold generated proceeds of RMB190, RMB540,490 and RMB63,826, resulting in a realized gain of RMB157, RMB486,227 and RMB42,141, respectively. The Group recorded mark to market adjustments of RMB165,731 , RMB293,140 and RMB(116,567) in investment gain(loss) and revaluation of investments in the consolidated statements of income and comprehensive income during the years ended December 31 , 2019, 2020 and 2021, respectively. Dividend of RMB2,097, RMB389 and RMB222

was declared to the Group and recorded in investment gain and revaluation during the years ended December 31, 2019 ,2020 and 2021 respectively.

No impairment loss was recorded during the years ended December 31, 2019, 2020 and 2021.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

10.	Other investments (Continued)

(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

debt securities to equity investments with readily determinable fair value upon this listing.

For other

available-for-sale

debt securities, the Group recorded impairment of RMB83,616, nil and nil during the years ended December 31, 2019, 2020 and 2021, respectively.

(c)

Equity investments without readily determinable fair value

During the year ended December 31, 2020, equity investments without readily determinable fair value sold generate proceeds of RMB508,423, resulting in gross realized gain of RMB68,163 and gain on disposal of RMB351,863 recorded to net income. There was no disposal during the years ended December 31, 2019 and 2021. The Group recorded impairment loss of RMB43,973, nil and RMB378,989 for years ended December 31, 2019, 2020 and 2021 respectively for the other equity investments without readily determinable fair value. Dividend of RMB10,427, RMB229,221 and RMB179,270 was declared to the Group and recorded in

investment gain and revaluation of investments

during the years ended December 31, 2019, 2020 and 2021 respectively. During the year ended December 31, 2021, dividends of RMB 51,635 that was declared to the Group was reinvestment into the equity investments without readily determinable fair value.

11.	Other long-term assets


	As of December 31,
	2020			2021
	RMB			RMB
Deposit for investment (Note a)		—			228,571
Long-term accounts receivable (Note b)		49,906			394
Long-term loan receivables		17,824			7,052
Loans to employees		34,060			36,119
Others		—			24,584

Subtotal		101,790			296,720
Allowance for doubt accounts:
Balance at beginning of the year		(12,540	)		(1,462	)
Adoption of Topic 326(Note 2(ad))		(6,310	)		—
Reversal		17,388			1,108

Allowance as of the end of the year		(1,462	)		(354	)

Total		100,328			296,366

Notes:

(a)

The Group entered into an agreement to acquire additional 4.43% equity interest in one of the other investments for a consideration of RMB 228,571 during the year ended December 31, 2021, subject to completion of certain regulatory registration. Such condition was completed on January 10, 2022, the investment is recorded as a deposit for investment as of December 31, 2021, accordingly.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

11.	Other long-term assets (Continued)

(b)

The Group provides consumer financing to certain customers with installment 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 accounts receivables

12.	Accrued expenses and other current liabilities


	As of December 31,
	2020		2021
	RMB		RMB
Accrued advertising expense		1,529,746		1,244,782
Accrued shipping and handling expenses		1,597,573		1,438,818
Accrued payroll and social benefits		581,769		662,376
Deposits from vendor s		397,018		508,298
Income tax payables		673,282		662,331
Other tax payables (Note a)		691,919		689,681
Accrued rental expenses		113,773		116,167
Accrued administrative expenses		378,536		470,494
Amounts received on behalf of third-party merchants (Note b)		1,175,618		1,197,209
Refund liability (Note c)		271,732		369,853
Others		286,030		298,668

Total		7,696,996		7,658,677

Notes:

(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 who sold their goods or services through the platforms and cash collected on behalf of the lessee of Shan Shan Outlets related to the consideration for goods sold in outlets.

(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. Accordingly, the Group estimates the expected customer merchandize returns, based on historical return patterns, to record the revenue reversal and a corresponding refund liability which is included in accrued expenses and other current liabilities.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

13.	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 RMB558,775, RMB262,200 and RMB344,324 for the years ended December 31, 2019, 2020 and 2021, respectively.

14.	Short-term loans

Components of the outstanding short-term loans are as follows:


	As of December 31,
	2020		2021
	RMB		RMB
RMB denominated (Note a)		498,976		—
USD denominated (Note b)		535,822		1,935,024
EUR denominated (Note c)		8,628		40,160

Total		1,043,426		1,975,184

Notes:

(a)

During the year ended December 31, 2020, the Group entered into the RMB denominated revolving credit facilities for a total credit of up to RMB3,300.0 million and RMB499.0 million was drawn down and outstanding as of December 31, 2020 with interest rates range from 2.8% to 2.9% per annum.

During the year ended December 31, 2021, the Group repaid the outstanding balances under the facilities as of December 31, 2020 and nil was drawn down from this facility and outstanding as of December 31, 2021.

The Group entered into various new RMB denominated revolving credit facilities for a total credit of up to RMB2,730.0 million, in

which

RMB1,680.9 million was drawn down as letter of guarantee for procurement as of December 31, 2021.

(b)

During the year ended December 31, 2020, the Group entered into USD denominated revolving credit facility agreements for a total credit of US$100.0 million (approximately RMB652.5 million), in which US$39.7 million (approximately RMB259.0 million) was drawn down and outstanding as of December 31, 2020, with a fixed interest rates range from 0.98% to 1.90% per annum.

During the year ended December 31, 2021, the Group fully repaid the outstanding balance under these facilities as of December 31, 2020 and increased the USD denominated revolving credit facilities for a total credit of up to US$285.0 million (approximately RMB1,817.1 million), in which US$179.5 million (approximately RMB1,144.4 million) was drawn down and outstanding as of December 31, 2021, with a fixed interest rate 0.94% per annum and 0.936% per annum.

During the year ended December 31, 2020, the Group entered into a facility agreement for a credit of US$45.0 million (approximately RMB293.6 million). Under the credit facility agreement, the Group can specify the currencies at the time of drawdown. The Group drew down 42.4 million in US$ (approximately RMB276.8 million) in 2020 and outstanding as of December 31, 2020, with a fixed rate based on the

3-month

London Inter-Bank Offered Rate plus 0.85

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

14.	Short-term loans (Continued)

During the year ended December 31, 2021, the Group repaid the outstanding balance under this facility as of December 31, 2020 and increased the total credit of up to US$225.0 million (approximately RMB1,434.5 million), in which US$124.0 million (approximately RMB790.6 million) was drawn down and outstanding as of December 21, 2021, with a fixed interest rate 0.99% per annum and 1.02% per annum.

(c)

During the year ended December 31, 2020, the Group entered into a facility agreement for a credit of RMB200.0 million. Under the credit facility agreement, the Group can specify the currencies at the time of draw-down. EUR1.1 million (approximately RMB8.6 million) was drawn down from these facilities and outstanding as of December 31, 2020, with a fixed interest rate 1.97% per annum.

During the year ended December 31, 2021, the Group repaid the outstanding balances under the facilities as of December 31, 2020 and EUR5.6 million (approximately RMB40.2 million) was drawn down from these facilities and outstanding as of December 31, 2021, with a fixed rate based on the 3-month Europe Interbank Offered Rate plus 2.1%.

Certain credit facilities, aggregating to RMB3,451.6 million as of December 31, 2021 (December 31, 2020: RMB1,146.1 million), are guaranteed by subsidiaries and the Group’s receivables from its subsidiaries, deposits and letter of credit. As at December 31, 2021, RMB1,476.4 million (December 31, 2020: RMB601.7 million) of such credit facilities had not been utilized.

15.

Leases

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 are as follows:


	As of December 31,
	2020			2021
	RMB			RMB
ROU assets		1,580,763			1,148,322
Operating lease liabilities—current		299,791			284,659
Operating lease liabilities—non-current		1,360,946			952,813
Weighted-average remaining lease term		7.05			6.94
Weight-average discount rate		4.87	%		4.87	%

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

15.	Leases (Continued)

The components of lease costs of these operating leases for the years ended December 31, 2020 and 2021 are as follow:


	Year Ended December 31,
	2020		2021
	RMB		RMB
Operating lease cost for fixed payments		484,275		379,323
Short-term lease costs		61,289		25,543
Variable lease costs		64,877		106,251
Total Lease costs		610,441		511,117

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


	Year Ended December 31,
	2020		2021
	RMB		RMB
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases		445,614		397,927

The following table provides the maturities of lease liabilities at December 31, 2021:


Maturities of lease liabilities at December 31, 2021	Operating leases
2022		297,498
2023		331,667
2024		239,508
2025		119,277
2026		63,490
2027 and thereafter		436,663

Total future undiscounted lease payments		1,488,103
Less: imputed interest		250,631

Total present value of lease liabilities		1,237,472

16.	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 PRC subsidiaries are also subject to certain restrictions with respect to transfers of any of their net assets to the Company and the Company does not have legal ownership in VIEs and VIEs’ 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

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

16.	Distribution of profit (Continued)

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 Company.

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 RMB184,182, RMB61,925 and RMB87,113 to the general reserve during the years ended December 31, 2019, 2020 and 2021, respectively.

The balance of restricted net assets was RMB12.15 billion as of December 31, 2021.

17.	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. As of December 31, 2020 and 2021, 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.

Exercise of share options

During the years ended December 31, 2019, 2020 and 2021, 85,706, 157,429 and 1,646,137 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, 2019, 2020 and 2021, 1,102,773, 1,481,693 and1,156,264 Class A ordinary shares were issued respectively as a result of vesting of shares awards granted to employees and consultants.

Repurchase of ordinary shares

During the year ended December 31, 2021, the Group repurchased approximately US$304.2 million (RMB1,938.8 million) of ADS representing 2,742,990 class A ordinary shares in accordance with the US$500 million share repurchase program the Company’s board of directors authorized in March 2021.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

17.	Capital structure (Continued)

Conversion of ordinary shares

During the year ended December 31, 2021, 950,000 class B shares were converted into Class A shares.

18.	Non-controlling interests


	Non-controlling interests
	RMB
Balance as of December 31, 2019		422,541
Net income attributable to non-controlling interests		12,399
Acquisition of additional equity interests in subsidiaries		(19,853	)
Dividend distribution to non-controlling interests holders		(12,496	)
Disposal of a subsidiary		(2,463	)
Dilution on non-controlling interests due to the Company’s contribution to its subsidiary		(703	)
Capital contribution from non-controlling interests shareholders (i)		141,983
Non-controlling interests arising from the acquisition of Shan Shan Outlets(Note 3)		346,647

Balance as of December 31, 2020		888,055
Net income attributable to non-controlling interests		11,801
Acquisition of additional equity interests in subsidiaries		2,968
Dividend distribution to non-controlling interests holders		(18,083	)
Capital contribution from non-controlling interests shareholders (i i )		310,677

Balance as of December 31, 2021		1,195,418

(i)

During the year ended December 31, 2020, a total capital contribution of RMB 122,613 are received from the

non-controlling

shareholders of Chongqing Weiao Commercial Management Co., Ltd (“Chongqing Weiao”), Hengyang Shan Shan Outlets Shopping Mall Co., Ltd (“Hengyang Shan Shan”) and Shenyang Shan Shan Outlets Shopping Mall Co., Ltd. (“Shenyang Shan Shan”).

During

the

year ended December 31, 2020, the

non-controlling

interests shareholders of Hengyang Shan Shan converted it’s receivables due from the Group of RMB62,518 as capital contribution. The contribution is recorded as a credit of RMB19,370 based on the book value of the

non-controlling

interests and the excess of RMB43,148 is recorded to additional

paid-in

capital.

(ii)

During the year ended December 31, 2021, a total capital contribution of RMB461,148 from the

non-controlling

shareholders of several subsidiaries of Shan Shan Outlets in which RMB310,677 and RMB150,471 was recorded in non-controlling interests and additional paid-in capital, respectively.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

18.	Non-controlling interests (Continued)

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,
	2019			2020			2021
	RMB			RMB			RMB
Net income attributable to Vipshop Holdings Limited’s shareholders		4,016,832			5,906,957			4,681,073
Transfers (to) from the non-controlling interests:
Decrease in the Company’s additional paid-in capital in relation to the acquisition of additional equity interests in subsidiaries		(10,497	)		(21,314	)		(18,050	)
Increase (decrease) in the Company’s additional paid-in capital in relation to contribution to its subsidiary		(97,875	)		703			—
Capital contributions from non-controlling interests		—			43,148			150,471
Net transfers from (to) non-controlling interests		(108,372	)		22,537			132,421

Changes from net income attributable to Vipshop Holdings Limited’s shareholders and transfers from non-controlling interests		3,908,460			5,929,494			4,813,494

19.	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,
	2019		2020		2021
	RMB		RMB		RMB
Government grants		427,832		395,042		503,685
Claims income		96,388		141,408		175,499
Others		121,193		171,405		245,395

Total other operating income		645,413		707,855		924,579

20.	Income taxes

Cayman Islands

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

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

20.	Income taxes (Continued)

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

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

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 the State Administration of Taxation Announcement 2018 No. 23: 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

25%

for the periods presented except for some principal subsidiaries that were entitled to the following preferential tax treatment, based on the Group’s assessment and relevant tax regulations:

Guangzhou Pinwei Software Co., Ltd. (“Pinwei Software”) applied for and was classified as “State Planning Key Software Enterprise” (a “SPKSE”) by the local tax authority and is entitled to a preferential tax rate at 10% pursuant to Circular Caishui (2012) 27 for the year 2019. Pinwei Software was qualified as High and New Technology Enterprises (“HNTE”) and is entitled to a favorable tax rate at

15%.

The HNTE qualification was received and approved in December 2020 and need to

re-apply

every

three years.

Pinwei Software is entitled to enjoy the beneficial tax rate at

15%

as an HNTE for the years 2020 and 2021.

Vipshop (Zhuhai) E-Commerce Co., Ltd. (“Vipshop Zhuhai”) is entitled to a preferential tax rate at

15%

as it is located in Zhuhai Hengqin new free trade district in the PRC, and its primary business falls within the scopes of the encouraged industries stipulated in the related policies.

Vipshop (Jianyang) E-Commerce Co., Ltd. (“Vipshop Jianyang”), Chongqing Vipshop E-Commerce Co., Ltd. (“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 at

15%

for the years ended 2019, 2020 and 2021.

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, 2019, 2020 and 2021, 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

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

20.	Income taxes (Continued)

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$16) 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,
	2019			2020		2021
	RMB			RMB		RMB
Income from China operations		5,161,228			6,284,697		5,593,215
(Loss) income from non-China operations		(218,423	)		734,660		280,060

Total income before tax and share of income of equity method investees		4,942,805			7,019,357		5,873,275


	Year ended December 31,
	2019		2020			2021
	RMB		RMB			RMB
Income tax expenses
Current tax		974,207		1,256,086			1,374,720
Deferred tax		9,347		(126,070	)		(152,016	)

Total tax expenses		983,554		1,130,016			1,222,704

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.

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 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 in the PRC that are available for distribution to the Group of approximately RMB19,137.9 million and RMB23,111.4 million as of December 31, 2020 and 2021 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

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

20.	Income taxes (Continued)

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 RMB

956.9 million and RMB1,155.6 million as of December 31, 2020 and 2021 respectively.

A reconciliation of the income tax expense to income before income tax expense and share of income 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,
	2019			2020			2021
	RMB			RMB			RMB
Income before income tax and share of income of equity method investees		4,942,805			7,019,357			5,873,275
Computed income tax expense at PRC EIT tax rate		1,235,701			1,754,839			1,468,319
Effect of non-deductible expenses, including:
-Share-based compensation expenses		163,033			134,324			160,204
-Other non-deductible expenses		36,838			27,497			32,390
Effect of different tax rates of subsidiaries operating in other jurisdiction		17,834			(152,863	)		79,923
Effect of tax holidays on concessionary rates granted to PRC subsidiaries		(562,898	)		(580,608	)		(538,797	)
Effect of non-taxable income		(15,800	)		(90,265	)		(51,395	)
Change in valuation allowance		108,846			37,092			72,060

Income tax expenses		983,554			1,130,016			1,222,704

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


	Year ended December 31,
	2019		2020		2021
	RMB		RMB		RMB
The aggregate effect		562,898		580,608		538,797
Per share effect:
Class A and Class B ordinary share:
—basic		4.22		4.30		3.96
—diluted		4.14		4.21		3.88

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

20.	Income taxes (Continued)

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


	As of December 31,
	2020			2021
	RMB			RMB
Deferred tax assets:
Net operating loss carry forwards		300,544			461,974
Allowance for doubtful debts		11,792			11,100
Impairment of investments		27,919			37,836
Inventory write-down		268,094			273,080
Payroll payable and other accruals		5,587			4,675
Deferred income		326,610			339,230
Impairment of property and equipment		105,961			119,778
Impairment of land use rights		13,752			13,752
Others		1,771			4,421
Less: valuation allowance		(433,763	)		(505,823	)

Total deferred tax assets-non-current		628,267			760,023


	As of December 31,
	2020		2021
	RMB		RMB
Deferred tax liabilities :
Fair value adjustments of long-lived assets from business acquisition		382,434		389,359
Revaluation of other investments		7,363		685
Others		43,198		47,158

Total deferred tax liabilities-non-current		432,995		437,202

As of December

31,

2020 and 2021, the amount of tax loss carried forward was nil and RMB65.3 million, respectively, for the Group’s subsidiary incorporated in Hong Kong, which can be carried forward indefinitely to offset future taxable income; the remaining amount of tax loss of RMB1.27 billion and RMB1.62 billion, mainly arose from the Group’s certain subsidiaries established in the PRC, which can be carried forward to offset future taxable income and will expire during the period from 2022 to 2026.

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, 2020 and 2021, 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.

21.	Earnings per share

Basic net earnings per share is calculated based on the weighted average number of ordinary shares outstanding during each period. Diluted net earnings per share is calculated 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.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

21.	Earnings per share (Continued)

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, 2019, 2020 and 2021, there are 1,689,709, 410,260 and 84,088 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 31, 2019, 2020 and 2021 as follows:


	Year ended December 31,
	2019		2020		2021
	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		4,016,832		5,906,957		4,681,073

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		135,077,790		136,175,112

Basic earnings per Class A and Class B ordinary shares		30.08		43.73		34.38

Diluted earnings per share for the years ended December 31, 2019, 2020 and 2021 are calculated as follows:


	Year ended December 31,
	2019		2020		2021
	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		4,016,832		5,906,957		4,681,073
Interest expenses from Convertible Senior Notes		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		4,025,894		5,906,957		4,681,073

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

21.	Earnings per share (Continued)


	Year ended December 31,
	2019		2020		2021
	RMB		RMB		RMB
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		135,077,790		136,175,112
Dilutive employee share options and non-vested ordinary shares		1,289,127		2,958,220		2,569,910
Dilutive convertible senior notes		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		136,081,415		138,036,010		138,745,022

Diluted earnings per Class A and Class B ordinary shares		29.58		42.79		33.74

The Group granted a number of

non-vested

ordinary shares to certain executive officers and employees during the years ended December 31, 2019, 2020 and 2021 (refer to Note 24 (b)), these

non-vested

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

non-vested

shares are not entitled to any dividends or dividend equivalents.

22.	Commitments and contingencies

Capital commitment

As of December 31, 2021

, the Group has contracted for capital expenditures of RMB765,700 (2020

: RMB

1,255,703).

Other commitments

The Group has the following commitments:

The Group commits to purchase services from one of its related parties at the amounts of US US$20.0 million (approximately RMB127.5 million during the year end

ing

December 31, 2022. (2020: US$40.0 million (approximately RMB261.0 million)).

During

the years ended December 31, 2020 and 2021, the Group acquired several limited partnership funds recognized as equity investments without readily determinable fair value. As of December 31, 2021, the Group’s total contribution to these funds amounted to RMB102.1 million and there is a remaining investment commitment of RMB103.5 million.

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, 2021, the Group’s total contribution to the fund amounted to RMB480.0 million and there is a remaining investment commitment of RMB1,520.0 million.

During the years ended December 31, 2020 and 2021, the Group acquired several limited partnership funds recognized as investment in equity method investee. As of December 31, 2021, the Group’s total contribution to these funds amounted to RMB141.6 million and there is a remaining investment commitment of RMB85.8 million.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

22.	Commitments and contingencies (Continued)

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.

23.	Related party transactions

For the years ended December 31, 2019, 2020 and 2021, the Group entered into the following material related party transactions:


	Year ended December 31,
	2019		2020		2021
	RMB		RMB		RMB
Purchase of goods(i)		1,451,404		1,775,600		1,935,511
Purchase of services(i)		462,126		780,050		1,124,708
Provision of services		44,420		44,259		31,345
Sales of product		111,510		102,249		85,718

(i)

The goods and services were purchased from companies either controlled by its shareholders or directors and equity method investees of the Group.

Details of the balances with related parties are as follows:

(a)

Amounts due from related parties, net (current and

non-current)

Amounts due from related parties (current and

non-current)

as of December 31, 2020 and 2021 amounted to RMB333,539 and RMB637,825,

respectively, mainly includes RMB106,450 of interest-bearing loans lend to Gansu Shan Shan with interest at 4.35% per annum, RMB498,449 of deposits to VipFubon at 3.85% per annum as shareholder deposits, which the cash transferred was included in other investing activities in cash flow, and the remaining of RMB32,926 (2020:RMB30,089) mainly includes prepayments related to purchases of goods.

During the year ended December 31, 2021, the loan of RMB216,000

with interest rate of 4.35% per annum originated from the Group to Kunshan Baowei are fully repaid by receiving of inventories at the carrying value equivalent to the loan amount.

(b)

Amounts due to related parties

Amounts due to related parties as of December 31, 2020 and 2021 amounted to

RMB444,100 and RMB429,088,

respectively, mainly including payables for purchases of goods and other services of RMB357,688 (2020:RMB382,900) and an interest-free loan of

RMB71,400

(2020:RM

B61,200)

from Zhengzhou Shan Shan to Shan Shan Outlets for operating use.

24.	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 Company as share-based compensation to employees, directors, officers and consultants and other eligible personal of the Group.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

24.	Share-based payments (Continued)

(a)

Share incentive plan (Continued)

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 Company, 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 Group’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.

In January 2020, the Group granted 5,363,788 share options to its senior management at an exercise price of US$66.85 (approximately RMB453.88) per ordinary share pursuant to the Group’s 2014 Share Incentive plan.

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 management and employees will be nil and 25% for 2019, nil and 28% for 2020, as well as nil and 29% for 2021, respectively.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

24.	Share-based payments (Continued)

(a)

Share incentive plan (Continued)

The assumptions used in determining the fair value of the share options on the grant date were as follows:


Assumptions		2020
Expected dividend yield		0%
Risk-free interest rate		2.08%
Expected volatility		59.41%
Expected life		10 years
Exercise multiples		2.80 times
Weighted average fair value of underlying ordinary shares (US$/share)		44.77

Notes:

(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 value of ordinary shares were determined based on the closing price in the market.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

24.	Share-based payments (Continued)

(a)

Share incentive plan (Continued)

For the years ended December 31, 2020 and 2021, 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, 2018		2,381,497			26.61		3.05 years		17.76		27.98			66,644,636

Exercised		(85,706	)		0.50		1.21 years

Outstanding as of December 31, 2019		2,295,791			27.59		2.09 years		18.31		43.26			99,318,793

Granted		5,363,788			66.85		9.00 years
Forfeited		(13,750	)		94.65		1.00 years
Exercised		(157,429	)		0.84		0.33 years

Outstanding as of December 31, 2020		7,488,400			56.28		6.77 years		37.55		84.27			631,047,468

Forfeited		(35,572	)		2.60		0 years
Exercised		(1,646,137	)		39.01		0.55 years

Outstanding as of December 31, 2021		5,806,691			61.51		7.29 years		41.09		(19.51	)		(113,305,854	)

Non-vested as of December 31, 2021		3,650,356
Options vested and expected to vest as of December 31, 2021		5,806,691			61.51		7.29 years		41.09		(19.51	)		(113,305,854	)
Exercisable as of December 31, 2021		2,156,335			52.48		6.08 years		34.86		(10.48	)		(22,598,391	)

For the years ended December 31, 2019, 2020 and 2021, the Group recognized share-based payment expenses of RMB65,165, RMB317,503 and RMB247,648 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, 2019, 2020 and 2021 was RMB65,165, RMB297,577 and RMB471,325 respectively.

As of December 31, 2021, there was RMB1,056,206 (2020: RMB1,319,259) 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 4 years on a straight-line basis schedule as of December 31, 2021.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

24.	Share-based payments (Continued)

(b)

Non-vested

During the years ended December 31, 2019, 2020 and 2021, a total

of 2,418,556, 1,628,542 and 1,583,290

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, 2020 and 2021, the

non-vested

shares movement was as follows:


	Non-vested shares outstanding
Outstanding as of December 31, 2019		3,399,817

Granted		1,628,542
Vested		(1,481,693	)
Forfeited		(554,973	)

Outstanding as of December 31, 2020		2,991,693

Granted		1,583,290
Vested		(1,156,264	)
Forfeited		(782,945	)

Outstanding as of December 31, 2021		2,635,774

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 2019, 2020 and 2021, while the forfeiture rate is 25% , 28% and 29% for employees for the years ended December 31, 2019, 2020 and 2021, respectively. The aggregate fair value of the restricted shares at grant dates was RMB693,266, RMB956,864 and RMB1,357,118 during the years ended December 31, 2019, 2020 and 2021 respectively. The fair value of

non-vested

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

For the years ended December 31, 2019, 2020 and 2021, the Group recognized share-based payment expenses of RMB617,192, RMB518,026 and RMB611,572 in connection with the

non-vested

shares granted to employees, respectively.

As of December 31, 2021 there was RMB1,405,731 (2020: RMB1,082,970) unrecognized compensation cost related to

non-vested

shares which is expected to be recognized over a weighted average vesting period of 2.79 years. The weighted average granted fair value per share of

non-vested

shares granted during the years ended December 31, 2019, 2020 and 2021 w

ere

US$41.43 (approximately RMB286.64), US$87.13 (approximately RMB587.56) and US$132.92 (approximately RMB857.15) respectively.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

24.	Share-based payments (Continued)

(c)

Share-based awards relating to the Shan Shan Outlets

In December 2019, Shan Shan Outlets, a wholly-owned subsidiary of the Group, adopted a Stock Incentive Plan (“the Shan Shan Plan”), which provided up to an aggregate of RMB

150,000,000

, representing

% 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

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. In August 2020, 0.1484% of the equity interest of Shan Shan Outlets were granted to key employees of Shan Shan. In February and August 2021, 0.4208% and 0.7611% of the equity interest of Shan Shan Outlets were granted to key employees of Shan Shan, respectively.

The vesting period is generally 4 years of employment services where 25% to 72.91% will be vested on the first anniversary from grant date 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

year-audited-average

net profit. Accordingly, the award is classified as a liability award with fair value recognized at each period end, and the fair value change due to re-measurement is recognized in the general and administrative expenses. For the years ended December 31, 2019, 2020 and 2021, the Group recognized share-based payment expenses of RMB5,726,

RMB115,519 and RMB150,793 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, 2020 and 2021.

The assumptions used in determining the fair value of the share-based awards as of December 31, 2019, 2020 and 2021 were as follows:


Assumptions	2019			2020			2021
Expected dividend yield		0	%		0	%		0	%
Risk-free interest rate		2.53%~2.81	%		2.72%~2.89	%		2.28%~2.52	%
Expected volatility		23.41%~24.02	%		32.30%~33.90	%		36.40%~40.10	%
Total fair value of share-based awards		226,756			416,194			551,040

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.

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

24.	Share-based payments (Continued)

(d)

Share based compensation expenses

For the years ended December 31, 2019, 2020 and 2021, share based compensation expenses have been included in the following balances on the consolidated statements of income and comprehensive income:


	Year ended December 31,
	2019			2020			2021
	RMB			RMB			RMB
Fulfillment expenses		(112,683	)		(100,486	)		(88,985	)
Marketing expenses		(35,038	)		(16,534	)		(26,834	)
Technology and content expenses		(180,493	)		(152,234	)		(252,730	)
General and administrative expenses		(359,869	)		(681,794	)		(641,464	)

		(688,083	)		(951,048	)		(1,010,013	)

25.	Segment information

Segment revenue and results

For the year ended December 31, 2019 and 2020, the Group determined it has four operating segments, Vip.com, internet finance, Shan Shan Outlets and offline shops. From the year ended December 31, 2021, City Outlets is determined as a new additional operating segment and the Group determined it has five operating segments. Vip.com and Shan Shan Outlets have been identified as reportable segments while Internet finance, offline shop and City Outlets operating segments were aggregated as others reportable segment.

The table below provides a summary of the Group’s operating segment results for the years ended December 31, 2019, 2020 and 2021:


	Year ended December 31,
	2019			2020			2021
	RMB			RMB			RMB
Net revenues
Vip.com		91,435,282			99,324,590			114,189,757
Shan Shan Outlets		245,817			1,151,331			1,579,032
Others		2,638,702			2,904,182			3,202,867
Inter-segment revenues (Note a)		(1,325,383	)		(1,521,614	)		(1,911,978	)

Total net revenues		92,994,418			101,858,489			117,059,678
Income from operations
Vip.com		5,267,814			6,656,721			6,158,560
Shan Shan Outlets		6,255			187,499			357,602
Others		227,719			2,291			88,065
Unallocated expenses (Note b)		(728,414	)		(986,425	)		(1,021,805	)

Total income from operations		4,773,374			5,860,086			5,582,422
Total other income		169,431			1,159,271			290,853

Income before income taxes and share of income of equity method investees		4,942,805			7,019,357			5,873,275

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

25.	Segment information (Continued)

Segment revenue and results (Continued)

Notes:

(a)

Inter-segment revenues mainly consist of payment processing, inter platform technical services, warehousing rental services and supply chain management services, promotion services provided by Vip.com to Internet finance business and internal procurement between offline shops, Shanshan outlets 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.

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


	Year ended December 31,
	2019		2020		2021
	RMB		RMB		RMB
Total depreciation of property and equipment, net
Vip.com		771,049		672,957		741,202
Shan Shan Outlets		22,551		125,254		208,091
Others		36,768		171,872		147,678

		830,368		970,083		1,096,971

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


	Year ended December 31,
	2019			2020			2021
	RMB			RMB			RMB
Interest income
Vip.com		167,550			313,183			528,294
Shan Shan Outlets		11,746			63,282			57,732
Others		54,765			72,552			85,736
Inter-segment interest income		(17,034	)		—			(301	)

		217,027			449,017			671,461

Interest expense
Vip.com		(42,424	)		(61,850	)		(13,864	)
Shan Shan Outlets		(8,989	)		(5,507	)		(597	)
Others		(51,625	)		—			(301	)
Inter-segment interest income		17,034			—			301

		(86,004	)		(67,357	)		(14,461	)


	Year ended December 31,
	2019			2020			2021
	RMB			RMB			RMB
Net (loss) income of investments accounted under the equity method
Vip.com		(25,590	)		(74,794	)		(54,715	)
Shan Shan Outlets		52,772			104,809			97,018

		27,182			30,015			42,303

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

25.	Segment information (Continued)

Segment revenue and results (Continued)


	Year ended December 31,
	2020		2021
	RMB		RMB
Total assets
Vip.com		44,087,467		46,042,338
Shan Shan Outlets		8,766,027		10,692,051
Others		6,087,320		5,553,152

		58,940,814		62,287,541

Investments in equity method investees
Vip.com		783,919		1,258,863
Shan Shan Outlets		1,165,868		1,218,005

		1,949,787		2,476,868

Total expenditure for additions of long-lived assets
Vip.com		1,449,632		1,808,285
Shan Shan Outlets		597,611		1,754,503
Others		224,652		15,857

		2,271,895		3,578,645

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

Other revenues mainly relate to revenues from product promotion and online advertising revenues, lease income mainly earned from the Shan Shan Outlets, fees charged to third-party merchants which the Company provides platform access for sales of their products, revenue from third-party logistics services, loan facilitation service income and membership fee income.


	Year ended December 31,
	2019		2020		2021
	RMB		RMB		RMB
Product revenues
Womenswear and menswear		33,575,532		35,403,381		36,387,893
Shoes and bags		9,045,520		10,010,393		10,940,824
Skincare and cosmetics		14,645,878		14,879,902		15,404,639
Sportswear and sporting goods		7,333,523		10,648,291		13,528,783
Home goods and other lifestyle products		8,306,962		9,053,344		10,702,864
Baby and children products		10,096,808		11,400,829		8,700,589
Supermarkets and other products		5,717,088		6,053,572		15,591,310
		88,721,311		97,449,712		111,256,902
Other revenues		4,273,107		4,408,777		5,802,776

Total net revenues		92,994,418		101,858,489		117,059,678

Geographic information

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

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VIPSHOP HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

26.	Subsequent events

Share repurchase program

On March 31, 2022, the Company’s board of directors authorized a new share repurchase program under which the Company may repurchase up to US$1 billion of its American depositary shares or Class A ordinary shares over the next 24-month period. As of the date of this report, the Company had repurchased all of its American depositary shares in accordance with the US$500 million share repurchase program authorized in March 2021 and no share had been repurchased in accordance with the US$1 billion share repurchase program authorized in March 2022.

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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,
	2019			2020			2021			2021
	RMB			RMB			RMB			US$
										Note 2(z)
General and administrative expenses		(31,240	)		(12,625	)		(17,956	)		(2,818	)
Other operating income		39,385			81,989			12,745			2,000

Income(loss) from operations		8,145			69,364			(5,211	)		(818	)
Interest expenses		(9,062	)		—			—			—
Share of loss of an equity method investee		(6,163	)		(4,200	)		—			—
Impairment loss on an equity method investee		—			(38,115	)		—			—

Equity income of subsidiaries and VIEs		4,023,912			5,879,908			4,686,284			735,380

Net income attributable to Vipshop Holdings Limited’s shareholders		4,016,832			5,906,957			4,681,073			734,562
Other comprehensive loss:
Foreign currency translation, net of tax of nil		(25,773	)		(2,298	)		(29,645	)		(4,652	)

Comprehensive income attributable to Vipshop Holdings Limited’s shareholders		3,991,059			5,904,659			4,651,428			729,910

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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,
	2020			2021			2021
	RMB			RMB			US$
							Note 2(z)
ASSETS
Cash and cash equivalents		62			337			53
Investment in subsidiaries		23,358,829			28,904,332			4,535,720
Amount due from subsidiaries		5,278,056			3,812,267			598,228

TOTAL ASSETS		28,636,947			32,716,936			5,134,001

LIABILITIES AND SHAREHOLDERS’ EQUITY
Accrued expenses and other current liabilities		108,839			54,374			8,533
Deferred income		30,374			29,664			4,655

Total liabilities		139,213			84,038			13,188

SHAREHOLDERS’ EQUITY
Class A ordinary shares (US$0.0001 par value, 483,489,642 shares authorized, and 119,223,484 and 122,975,885 shares issued, of which 119,223,484 and 120,232,895 shares were outstanding as of December 31, 2020 and 2021, respectively)		77			80			13
Class B ordinary shares (US$0.0001 par value, 16,510,358 shares authorized, and 16,510,358 and 15,560,358 shares issued and outstanding as of December 31, 2020 and 2021, respectively)		11			11			2
Treasury shares, at cost (Nil and 2,742,990 Class A shares as of December 31, 2020 and 2021, respectively)		—			(1,927,719	)		(302,501	)
Additional paid-in capital		10,816,185			12,227,637			1,918,783
Retained earnings		17,740,415			22,421,488			3,518,421
Accumulated other comprehensive loss		(58,954	)		(88,599	)		(13,905	)

Total shareholders’ equity		28,497,734			32,632,898			5,120,813

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		28,636,947			32,716,936			5,134,001

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Schedule I—Condensed Financial Information of the Parent Company

Statements of Cash Flows

(All amounts in thousands)


	Year ended December 31,
	2019			2020			2021			2021
	RMB			RMB			RMB			US$
										Note 2(z)
Cash flow from operating activities:
Net income		4,016,832			5,906,957			4,681,073			734,562
Adjustments to reconcile net income to net cash by operating activities:
Equity income of subsidiaries and VIEs		(4,023,912	)		(5,879,908	)		(4,686,284	)		(735,380	)
Share of results of an equity method investee		6,163			4,200			—			—
Impairment loss on an equity method investee		—			38,115			—			—
Changes in operating assets and liabilities:
Accrued expenses and other current liabilities		(5,885	)		107,631			(52,544	)		(8,246	)
Deferred income		—			30,374			(710	)		(111	)

Net cash (used in) generated from operating activities		(6,802	)		207,369			(58,465	)		(9,175	)

Cash flows from investing activity:
Changes in amounts due from subsidiaries		4,227,181			(208,250	)		1,577,719			247,579

Net cash provided by (used in) investing activities		4,227,181			(208,250	)		1,577,719			247,579

Cash flows from financing activities:
Proceeds from issuance of ordinary shares upon exercise of share options		297			895			419,814			65,878
Redemption of convertible senior notes		(4,220,841	)		—			—			—
Repurchase of ordinary shares		—			—			(1,938,798	)		(304,240	)

Net cash (used in) provided by financing activities		(4,220,544	)		895			(1,518,984	)		(238,362	)

Effect of exchange rate changes on cash and cash equivalents		(3	)		4			5			1

Net (decrease) increase in cash and cash equivalents		(168	)		18			275			43
Cash and cash equivalents at beginning of the period		212			44			62			10

Cash and cash equivalents at end of the period		44			62			337			53

F-73

Table of Contents

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, 2021, RMB12.15

billion of the restricted capital, reserves and net asset are not available for distribution or transfer 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 Parent Company in the form of loans and advances or cash dividends.

During each of the three years in the period ended December 31, 2021, no cash dividend was declared and paid by the Parent Company.

As of December 31, 2021, there were no material contingencies, significant provisions of long-term obligations, and mandatory dividend or redemption requirements of redeemable shares or guarantees of the Parent 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.

F-74

EX-8.1

Exhibit 8.1

Vipshop Holdings Limited

List of Significant Consolidated Entities


Name	Jurisdiction of Incorporation

Significant Subsidiaries:
Vipshop International Holdings Limited		Hong Kong
Vipshop (China) Co., Ltd.		PRC
Vipshop (Zhaoqing) E-Commerce Co., Ltd.		PRC
Vipshop (Jianyang) E-Commerce Co., Ltd.		PRC
Guangzhou Pinwei Software Co., Ltd.		PRC
Vipshop (Zhuhai) E-Commerce Co., Ltd.		PRC
Chongqing Vipshop E-Commerce Co., Ltd.		PRC

Significant Consolidated Affiliated Entities:
Guangzhou Vipshop E-Commerce Technology Co., Ltd.		PRC

*	Other consolidated affiliated entities of Vipshop Holdings Limited have been omitted from this list since, considered in the aggregate as a single entity, they would not constitute a significant subsidiary as of December 31, 2021.

EX-4.15

Exhibit 4.15

Confidential Document

THE SYMBOL “[Redacted]” DENOTES PLACES WHERE CERTAIN IDENTIFIED

INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS

BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT THE COMPANY

TREATS AS PRIVATE OR CONFIDENTIAL

Supplemental Agreement

to Strategic Business Cooperation Agreement (2021)


Vipshop		Vipshop (China) Co., Ltd. (“Vipshop”)
SF		SF Express Co., Ltd. (“SF”)

(The above parties are collectively referred to as “Parties” and individually as a “Party”.)

Whereas:

1.	Vipshop and SF entered into a Strategic Business Cooperation Agreement (the “Original Agreement”) on November 25, 2019, according to which the Parties agree to cooperate on Warehouse Services, JITX Services, Cross-border Business and Returned Goods Services.

2.	Given the friendly cooperation between the Parties and through a friendly negotiation, the Parties agree to extend the Cooperation Period of the Strategic Business Cooperation Agreement to December 31, 2023.

3.	Based on the foregoing circumstances, the Parties require to enter into this supplemental agreement (the “Supplemental Agreement”) based on the Strategic Business Cooperation Agreement in order to facilitate normal progress of the follow-up business of the Parties.

In consideration of the foregoing, the Parties hereby agree as follows for the foregoing purposes.

Amendment to the Original Agreement:

(1)

①

Article 2.1 of the Article 2 “Services Order” of the Original Agreement is amended as follows:

Vipshop agrees that it shall entrust SF (or Affiliates designated by SF) to provide Services under this Agreement. Meanwhile, Vipshop confirms that, upon the execution of this Agreement, for the four major business scenarios (Warehouse Services, Cross-border Business, JITX Services, and Returned Goods Services, the “Four Major Business Scenarios”) mentioned in the Original Agreement, SF shall be entrusted to provide express delivery services in priority to other parties

Confidential Document

(except for the orders that the Parties agree to assign to other third-party logistics service providers). SF (or Affiliates designated by SF) agrees to provide Services to Vipshop or its Affiliates in accordance with this Agreement.

②

Article 2.3 is amened as follows:

“Actual Order Quantity” refers to the quantity of Services which Vipshop or its Affiliates have placed orders to SF or its Affiliates under this Agreement and related Services thereunder have been completed (that is, the successful delivery of Parcels to consignee or successful delivery of returned Parcels), excluding: parent-subsidiary parcels under one order shall be counted into one order and the double shipment under one order due to abnormal delivery shall be counted into one order.

(2)	Section (b) of the Annual review adjustment mechanism in Article 3.2 (1) of the Original Agreement is amended as follows:

①

Adjustment based on business structure. Calculate the proportion of Vipshop Warehouse’s outbound orders for the year of 2021. If such figure is lower than [Redacted]%, then the basic service fee shall be calculated according to the corresponding price of the ratio listed below in the Outbound Ratio Adjustment Mechanism for the Year of 2021. Specifically, the proportion of Vipshop Warehouse’s outbound orders = the quantity of outbound orders of Vipshop Warehouse for the Cooperation Year / ([Redacted] million orders – the quantity of orders of Returned Goods Services for such Cooperation Year); outbound orders of returned goods warehouse shall be calculated into the quantity of Vipshop Warehouse’s outbound orders.

②

Adjustment based on business structure. Calculate the proportion of Vipshop Warehouse’s outbound orders for each of the years of 2022 and 2023. If such figure is lower than 32%, then the basic service fee shall be calculated according to the corresponding price of the ratio listed below in the Outbound Ratio Adjustment Mechanism for the Years of 2022 and 2023. Specifically, the proportion of Vipshop Warehouse’s outbound orders = the quantity of outbound orders of Vipshop Warehouse for such Cooperation Year / the quantity of all outbound orders of Vipshop for such Cooperation Year; outbound orders of returned goods warehouse shall be calculated into quantity of Vipshop Warehouse’s outbound orders.

Annex 4 of the Original Agreement is amended as follows:

For the cooperation of the Parties during the year of 2021, the outbound ratio adjustment mechanism shall be executed in according to the following “Outbound Ratio Adjustment Mechanism for the Year of 2021”:

Confidential Document


Proportion of Vipshop Warehouse’ Outbound Orders against all Vipshop’s Outbound Orders		Final price (RMB / order)
40% ≤ figure < 45%		[Redacted]
45% ≤ figure < 50%		[Redacted]
50% ≤ figure < 55%		[Redacted]
55% ≤ figure		[Redacted]

For the cooperation of the Parties during the years of 2022 and 2023, the outbound ratio adjustment mechanism shall be executed in according to the following “Outbound Ratio Adjustment Mechanism for the Years of 2022 and 2023”:


Proportion of Vipshop Warehouse’ Outbound Orders against all Vipshop’s Outbound Orders		Final price (RMB / order)
figure <24%		[Redacted]
24%≤ figure <26%		[Redacted]
26%≤ figure <28%		[Redacted]
28%≤ figure <30%		[Redacted]
30%≤ figure <32%		[Redacted]
32%≤ figure		[Redacted]

③

Section (a) of Article 3.2 (2) Special Adjustment Mechanism of the Original Agreement is terminated.

(3)	Article 4 “Target Order Quantity” of the Original Agreement is amended as:

①

the quantity of the Four Major Business Scenarios shall be agreed by the Parties, (except for the orders that the Parties agree to assign to other third-party logistics service providers). The “Annual Orders Forecast” in the Annex 2 of the Original Agreement shall be terminated once this Supplemental Agreement becomes effective.

②

Based on the cooperation between the Parties, Vipshop shall make effort to control the proportion of its inbound orders within the Cooperation Period under [Redacted]%, i.e. the “Annual quantity of inbound orders < (Annual quantity of outbound orders * [Redacted]%)”.

(4)	Article 8.1 and 8.2 of the Original Agreement is amended as follows:

①

The term of this Agreement shall end on December 31, 2023.

②

If the Parties intend to renew this Agreement upon expiration of the Term of Agreement within six (6) months prior to end of the Term of Agreement, they should negotiate about the renewal and may renew this Agreement pursuant to their

Confidential Document

negotiation; however, the Parties shall continue to perform their respective obligations in accordance with the original terms of this Agreement during the negotiation of renewal.

For the purpose of this Agreement, each period of January 1, 2022 to December 31, 2022 and January 1, 2023 to December 31, 2023 shall be a respective “Cooperation Year”.

Miscellaneous

(1)

For the avoidance of doubt, during the Cooperation Year of 2021, 2022 and 2023, the orders that Vipshop entrusts SF to provide Services for the Four Major Business Scenarios under the Original Agreement, shall all apply the basic service fee agreed in the Article 3.1 of the Original Agreement, i,e, RMB [Redacted]/order. Specifically, the basic service fee of out-of-range JITX Services for the year of 2020 (RMB[Redacted]/order) agreed in the supplemental agreement 04 to the Original Agreement shall be invalid in the Cooperation Year of 2021,2022 and 2023. Notwithstanding the above, the settlement price of Returned Package Services (RMB[Redacted]/order) shall still be effective.

(2)

During the term of agreement, there exists the possibility of significant changes in the objective conditions in connection with the cooperation of the Parties. In order to protect the interests of the Parties, the Parties agree that from July 1, 2022 to December 31, 2023, if any material change occurs due to the objective conditions or policies (including without limitation, the alternation of fuel price, carbon neutrality and labor policies, etc.), and such material change has been evaluated and confirmed by SF that the material change has caused or will cause substantially increase of the business cost of SF, then the Parties shall renegotiate the cooperation price. If the Parties are unable to reach a consensus since the date that SF proposes to renegotiate the cooperation price, each Party is entitled to terminate the cooperation by sending a one-month prior notice to the other Party.

(3)

This Supplemental Agreement is a supplemental agreement to the Original Agreement. In the event of any discrepancy between this Supplemental Agreement and the Original Agreement, this Supplemental Agreement shall prevail. The Parties shall continue to strictly perform their respective obligations in accordance with other articles and terms of the Original Agreement.

(4)

Upon execution of this Supplemental Agreement, except as otherwise agreed in this Supplemental Agreement, all other supplemental agreements (as listed in the Appendix I) executed by the Parties shall remain effective, the terms of these supplemental agreements shall be consistent with this Supplemental Agreement.

(5)	This Supplemental Agreement shall be signed in four counterparts, with each Party holding two copies.

Signature Page (1) to the Supplemental Agreement

Vipshop (China) Co., Ltd. (Seal)


Signature of Legal Representative or Authorized Representative		/s/ SHEN Ya
		SHEN Ya

Signature Page (2) to the Supplemental Agreement

SF Express Co., Ltd. (Seal)


Signature of Legal Representative or Authorized Representative		/s/ WANG Wei
		WANG Wei

EX-12.1

EXHIBIT 12.1

Certification by the Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Eric Ya Shen, certify that:

1.	I have reviewed this annual report on Form 20-F of Vipshop Holdings Limited (the “Company”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.	The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.


Date:		April 27, 2022

By:		/s/ Eric Ya Shen
Name:		Eric Ya Shen
Title:		Chief Executive Officer

EX-12.2

EXHIBIT 12.2

Certification by the Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, David Cui, certify that:

1.	I have reviewed this annual report on Form 20-F of Vipshop Holdings Limited (the “Company”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.


Date:		April 27, 2022

By:		/s/ David Cui
Name:		David Cui
Title:		Chief Financial Officer

EX-13.1

EXHIBIT 13.1

Certification by the Chief Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Vipshop Holdings Limited (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric Ya Shen, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:		April 27, 2022

By:		/s/ Eric Ya Shen
Name:		Eric Ya Shen
Title:		Chief Executive Officer

EX-13.2

EXHIBIT 13.2

Certification by the Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Vipshop Holdings Limited (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Cui, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:		April 27, 2022

By:		/s/ David Cui
Name:		David Cui
Title:		Chief Financial Officer

EX-15.1

EXHIBIT 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements (No. 333-181559, No. 333-199515, No. 333-222218, and No. 333-248504) on Form S-8 of our reports dated April 27, 2022, relating to (1) the consolidated financial statements and the financial statement schedule of Vipshop Holdings Limited and its subsidiaries (collectively, the “Company”), and (2) the effectiveness of the Company’s internal control over financial reporting appearing in the Annual Report on Form 20-F of the Company for the year ended December 31, 2021.

/s/ Deloitte Touche Tohmatsu

Deloitte Touche Tohmatsu

Certified Public Accountants

Hong Kong

April 27, 2022

EX-15.2

Exhibit 15.2

9/F, Office Tower C1, Oriental Plaza , 1 East Chang An Ave., Dongcheng District

Beijing 100738, PRC

Tel: +86 10 8525 5500 Fax: +86 10 8525 5511 / 8525 5522

Beijing · Shanghai · Shenzhen · Haikou · Hong Kong

www.hankunlaw.com

Date: April 27, 2022

VIPSHOP HOLDINGS LIMITED

128 Dingxin Road,

Haizhu District, Guangzhou 510220

People’s Republic of China

Dear Sir/Madam:

We hereby consent to the reference to our firm in Vipshop Holdings Limited’s annual report on Form 20-F for the fiscal year ended December 31, 2021, which will be filed by Vipshop Holdings Limited on April 27, 2022 with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and further consent to the incorporation by reference of the summaries of our opinions that appear in the annual report on Form 20-F into the Registration Statements (No. 333-181559, No. 333-199515, and No. 333-222218) on Form S-8.

In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.

Yours Sincerely,

/s/ HAN KUN LAW OFFICES

HAN KUN LAW OFFICES

CONFIDENTIALITY. This document contains confidential information which may be protected by privilege from disclosure. Unless you are the intended or authorised recipient, you shall not copy, print, use or distribute it or any part thereof or carry out any act pursuant thereto and shall advise Han Kun Law Offices immediately by telephone, e-mail or facsimile and return it promptly by mail. Thank you.

EX-15.3

Exhibit 15.3

LOGO

Office: +852 2801 6066

Mobile: +852 9718 8740

Email: rthorp@tta.lawyer

Vipshop Holdings Limited

No. 20 Huahai Street,

Liwan District, Guangzhou 510370

People’s Republic of China

April 27, 2022

Dear Sirs

Re: Vipshop Holdings Limited

We consent to the reference to our firm under the heading “Item 10.E. Additional Information - Taxation” on Form 20-F for the year ended December 31, 2021, which will be filed with the Securities and Exchange Commission in the month of April 2022, and further consent to the incorporation by reference of the summary of our opinion that appear in the annual report on Form 20-F into the registration statements of Vipshop Holdings Limited (File No. 333-181559, File No. 333-199515, File No. 333-222218 and No. 333-248504) on Form S-8.

Yours faithfully

/s/ Travers Thorp Alberga

TRAVERS THORP ALBERGA

LOGO