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Non-controlling interests - Schedule of ownership interests in subsidiaries (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)
Ownership interests in subsidiaries
Net income attributable to Vipshop Holdings Limited's shareholders	¥ 4,681,073	$ 734,562	¥ 5,906,957	¥ 4,016,832
Decrease in the Company's additional paid-in capital in relation to the acquisition of additional equity interests in subsidiaries	(18,050)		(21,314)	(10,497)
Increase (decrease) in the Company's additional paid-in capital in relation to contribution to its subsidiary			703	(97,875)
Capital contributions from non-controlling interests	150,471		43,148
Net transfers from (to) non-controlling interests	132,421		22,537	(108,372)
Changes from net income attributable to Vipshop Holdings Limited's shareholders and transfers from non-controlling interests	¥ 4,813,494		¥ 5,929,494	¥ 3,908,460

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1377-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

Subsequent events

12 Months Ended

Dec. 31, 2021

Subsequent events

Subsequent events

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.

Acquisition

12 Months Ended

Dec. 31, 2021

Significant acquisition and equity transactions

Significant acquisition and equity transactions

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


	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.

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.

(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.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ¥ in Thousands, $ in Thousands	CNY (¥) shares	USD ($) shares	Adoption of new accounting standards CNY (¥)	Additional paid-in capital CNY (¥)	Treasury Shares CNY (¥) shares	Retained Earnings CNY (¥)	Retained Earnings Adoption of new accounting standards CNY (¥)	Accumulated other comprehensive loss CNY (¥)	Total Vipshop Holdings Limited Shareholders Equity [Member] CNY (¥)	Total Vipshop Holdings Limited Shareholders Equity [Member] Adoption of new accounting standards CNY (¥)	Non-controlling interests CNY (¥)	Class A ordinary shares shares	Class A ordinary shares Ordinary shares CNY (¥) shares	Class B ordinary shares Ordinary shares CNY (¥) shares
Balance at Dec. 31, 2018	¥ 17,210,793			¥ 9,385,216		¥ 7,907,396		¥ (30,883)	¥ 17,261,815		¥ (51,022)		¥ 75	¥ 11
Balance (in shares) at Dec. 31, 2018 \| shares													116,395,883	16,510,358
Increase (Decrease) in Shareholders' Equity
Net income	3,986,433					4,016,832			4,016,832		(30,399)
Issuance of ordinary shares upon exercises of share options	¥ 297			297					297
Issuance of ordinary shares upon exercises of share options (in shares) \| shares	85,706	85,706										85,706	85,706
Issuance of ordinary shares upon vesting of shares awards				(1)									¥ 1
Issuance of ordinary shares upon vesting of shares awards (in shares) \| shares												1,102,773	1,102,773
Share-based compensation expense	¥ 682,357			682,357					682,357
Acquisition of additional equity interests in subsidiaries	(26,897)			(10,497)					(10,497)		(16,400)
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 acquisitions (Note 3)	314,537										314,537
Foreign currency translation	(25,773)							(25,773)	(25,773)
Balance at Dec. 31, 2019	22,249,697		¥ (90,770)	9,959,497		11,924,228	¥ (90,770)	(56,656)	21,827,156	¥ (90,770)	422,541		¥ 76	¥ 11
Balance (in shares) at Dec. 31, 2019 \| shares													117,584,362	16,510,358
Increase (Decrease) in Shareholders' Equity
Net income	5,919,356					5,906,957			5,906,957		12,399
Issuance of ordinary shares upon exercises of share options	¥ 895			895					895
Issuance of ordinary shares upon exercises of share options (in shares) \| shares	157,429	157,429										157,429	157,429
Issuance of ordinary shares upon vesting of shares awards				(1)									¥ 1
Issuance of ordinary shares upon vesting of shares awards (in shares) \| shares												1,481,693	1,481,693
Share-based compensation expense	¥ 835,529			835,529					835,529
Acquisition of additional equity interests in subsidiaries	(41,167)			(21,314)					(21,314)		(19,853)
Dilution on non-controlling interests due to Company's contribution to its subsidiary				703					703		(703)
Capital contribution from non-controlling interests shareholders	185,131			43,148					43,148		141,983
Disposal of a subsidiary	(2,463)										(2,463)
Non-controlling interests arising from acquisitions (Note 3)	346,647										346,647
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 at Dec. 31, 2020	29,385,789			10,816,185	¥ 0	17,740,415		(58,954)	28,497,734		888,055		¥ 77	¥ 11
Balance (in shares) at Dec. 31, 2020 \| shares					0								119,223,484	16,510,358
Increase (Decrease) in Shareholders' Equity
Net income	4,692,874	$ 736,414			¥ 0	4,681,073			4,681,073		11,801
Conversion of ordinary shares (Note 17) (in shares) \| shares													950,000	(950,000)
Issuance of ordinary shares upon exercises of share options	¥ 419,814			419,812					419,814				¥ 2
Issuance of ordinary shares upon exercises of share options (in shares) \| shares	1,646,137	1,646,137										1,646,137	1,646,137
Issuance of ordinary shares upon vesting of shares awards				(1)									¥ 1
Issuance of ordinary shares upon vesting of shares awards (in shares) \| shares												1,156,264	1,156,264
Share-based compensation expense	¥ 859,220			859,220					859,220
Acquisition of additional equity interests in subsidiaries	(15,082)			(18,050)					(18,050)		2,968
Capital contribution from non-controlling interests shareholders	461,148			150,471					150,471		310,677
Repurchase of ordinary shares(Note 17) (in shares) \| shares					2,742,990								(2,742,990)
Repurchase of ordinary shares (Note 17).	(1,927,719)				¥ (1,927,719)				(1,927,719)
Dividend distribution to non-controlling interest shareholders	(18,083)										(18,083)
Foreign currency translation	(29,645)	$ (4,652)						(29,645)	(29,645)
Balance at Dec. 31, 2021	¥ 33,828,316	$ 5,308,400		¥ 12,227,637	¥ (1,927,719)	¥ 22,421,488		¥ (88,599)	¥ 32,632,898		¥ 1,195,418		¥ 80	¥ 11
Balance (in shares) at Dec. 31, 2021 \| shares					2,742,990								120,232,895	15,560,358

Other operating income

12 Months Ended

Dec. 31, 2021

Other operating income.

Other operating income

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

Summary of significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2021

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


	As of December 31,
	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


	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	)

Schedule of classification and estimated useful lives of plant and equipment


		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

Schedule of estimated economic lives of the intangible assets


		Estimated economic life
Trademarks		2-5 years
Payment license		Indefinite life

Intangible assets, net (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2021 USD ($)
Intangible assets, net
Cost	¥ 412,848		¥ 413,191
Accumulated amortization (Note a)	(74,998)		(63,262)
Impairment	(16,907)		(16,907)
Net amount	320,943		333,022		$ 50,363
Amortization expenses for intangible assets	12,078	$ 1,895	36,539	¥ 15,757
Expected amortization expenses
2022	85
2023	0
2024	0
2025	0
2026	0
Domain names
Intangible assets, net
Cost	13,334		13,608
Accumulated amortization (Note a)	(13,334)		(13,608)
Trademarks
Intangible assets, net
Cost	6,125		6,194
Accumulated amortization (Note a)	(6,040)		(5,823)
Net amount	85		371
Payment license
Intangible assets, net
Cost	319,660		319,660
Net amount	¥ 319,660		319,660
Estimated economic life	5 years	5 years
Others
Intangible assets, net
Cost	¥ 73,729		73,729
Accumulated amortization (Note a)	(55,624)		(43,831)
Impairment	(16,907)		(16,907)
Net amount	¥ 1,198		¥ 12,991

Land use rights, net (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2026 CNY (¥)	Dec. 31, 2025 CNY (¥)	Dec. 31, 2024 CNY (¥)	Dec. 31, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)
Land use rights, cost						¥ 7,186,567		¥ 6,511,497
Less: accumulated amortization						(519,394)		(393,697)
Less: accumulated impairment						(55,008)		(55,008)
Less: impairment						55,000
Land use rights, net						6,612,165		6,062,792
Amortization expenses for land use rights						¥ 150,500	$ 23,614	¥ 132,657	¥ 104,381
Forecast [Member]
Amortization expenses for land use rights	¥ 163,700	¥ 163,700	¥ 163,700	¥ 163,700	¥ 163,700

Organization and principal activities

12 Months Ended

Dec. 31, 2021

Organization and principal activities

Organization and principal activities

1.	Organization and principal activities

Vipshop Holdings Limited (the “Company”) was incorporated in the Cayman Islands on August 27, 2010. The Company, through its subsidiaries, 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.

Non-controlling interests (Tables)

12 Months Ended

Dec. 31, 2021

Non-controlling interests

Schedule Of Non-controlling Interest


	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.

Schedule of ownership interests in subsidiaries

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

Other operating income (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
Other operating income (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Other operating income.
Government grants	¥ 503,685	¥ 395,042	¥ 427,832
Claims income	175,499	141,408	96,388
Others	245,395	171,405	121,193
Total other operating income	¥ 924,579	¥ 707,855	¥ 645,413

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Summary of significant accounting policies

Basis of presentation

(a)

Basis of presentation

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

Principles of consolidation

(b)

Principles of consolidation

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.

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.

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

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


	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.

Use of estimates

(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.

Cash and cash equivalents

(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.

Restricted cash

(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.

Short-term investments

(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.

Inventories

(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.

Accounts receivable, net

(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.

Loan receivables, net

(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.

Other receivables and prepayments, net

(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.

Property and equipment, net

(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%.

Land use rights, net

(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.

Intangible assets, net

(m)

Intangible assets, net

Acquired intangible assets mainly consist of trademarks and payment license acquired from third parties and from business combination.

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

Investments in equity method investees and other investments

(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.

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.

Impairment of long-lived assets

(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.

Goodwill

(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

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.

Business combinations and non-controlling interests

(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.

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.

Leases

(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

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

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.

Revenue recognition

(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.

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

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.

Cost of revenues

(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,

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.

Fulfilment expenses

(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.

Marketing 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.

Technology and content expenses

(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.

General and administrative 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.

Foreign currency transactions and translations

(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

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.

Convenience translation

(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.

Taxation

(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.

Value added taxes

(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.

Comprehensive income (loss)

(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.

Concentration and risks

(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.

Fair value of financial instruments

(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.

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.

Share-based compensation

(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.

Earnings per share

(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.

Treasury 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.

Segment reporting

(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.

Recent accounting pronouncements

(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

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.

Segment information (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2021 USD ($)
Segment information
Net revenues	¥ 117,059,678	$ 18,369,218	¥ 101,858,489	¥ 92,994,418
Total income from operations	5,582,422	876,003	5,860,086	4,773,374
Total other (expenses) income	290,853		1,159,271	169,431
Income before income taxes and share of income of equity method investees	5,873,275		7,019,357	4,942,805
Depreciation
Depreciation	1,096,971	172,139	970,083	830,368
Interest income	671,461	105,367	449,017	217,027
Interest expenses	(14,461)	(2,269)	(67,357)	(86,004)
Share of loss of equity method investees, net of tax of nil	42,303	$ 6,638	30,015	27,182
Assets	62,287,541		58,940,814		$ 9,774,275
Investments in equity method investees	2,476,868		1,949,787		$ 388,675
Total expenditure for additions of long-lived assets	3,578,645		2,271,895
Inter-segment
Segment information
Net revenues	(1,911,978)		(1,521,614)	(1,325,383)
Depreciation
Interest income	(301)		0	(17,034)
Interest expenses	301		0	17,034
Unallocated expenses
Segment information
Total income from operations	(1,021,805)		(986,425)	(728,414)
Vip.com
Depreciation
Depreciation	741,202		672,957	771,049
Assets	46,042,338		44,087,467
Investments in equity method investees	1,258,863		783,919
Total expenditure for additions of long-lived assets	1,808,285		1,449,632
Vip.com \| Operating Segment
Segment information
Net revenues	114,189,757		99,324,590	91,435,282
Total income from operations	6,158,560		6,656,721	5,267,814
Depreciation
Interest income	528,294		313,183	167,550
Interest expenses	(13,864)		(61,850)	(42,424)
Share of loss of equity method investees, net of tax of nil	(54,715)		(74,794)	(25,590)
Shan Shan Outlets
Depreciation
Depreciation	208,091		125,254	22,551
Assets	10,692,051		8,766,027
Investments in equity method investees	1,218,005		1,165,868
Total expenditure for additions of long-lived assets	1,754,503		597,611
Shan Shan Outlets \| Operating Segment
Segment information
Net revenues	1,579,032		1,151,331	245,817
Total income from operations	357,602		187,499	6,255
Depreciation
Interest income	57,732		63,282	11,746
Interest expenses	(597)		(5,507)	(8,989)
Share of loss of equity method investees, net of tax of nil	97,018		104,809	52,772
Others
Depreciation
Depreciation	147,678		171,872	36,768
Assets	5,553,152		6,087,320
Total expenditure for additions of long-lived assets	15,857		224,652
Others \| Operating Segment
Segment information
Net revenues	3,202,867		2,904,182	2,638,702
Total income from operations	88,065		2,291	227,719
Depreciation
Interest income	85,736		72,552	54,765
Interest expenses	¥ (301)		¥ 0	¥ (51,625)

Accrued expenses and other current liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Accrued expenses and other current liabilities

Schedule of 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.

Earnings per share (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥) ¥ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 CNY (¥) ¥ / shares shares	Dec. 31, 2019 CNY (¥) ¥ / shares shares
Securities excluded from the computation of diluted net earnings per share (in shares)	84,088	84,088	410,260	1,689,709
Numerator:
Earnings attributable to Class A and Class B ordinary shareholders for computing basic earnings per Class A and Class B ordinary share	¥ 4,681,073	$ 734,562	¥ 5,906,957	¥ 4,016,832
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 \| ¥	¥ 4,681,073		¥ 5,906,957	¥ 4,025,894
Denominator:
Weighted average number of Class A and Class B ordinary shares outstanding for computing basic earnings per Class A and Class B ordinary share	136,175,112	136,175,112	135,077,790	133,524,129
Dilutive employee share options and non-vested ordinary shares	2,569,910	2,569,910	2,958,220	1,289,127
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	138,745,022	138,745,022	138,036,010	136,081,415
Basic earnings per Class A and Class B ordinary shares (in dollars per share) \| (per share)	¥ 34.38	$ 5.39	¥ 43.73	¥ 30.08
Diluted earnings per Class A and Class B ordinary shares (in dollars per share) \| (per share)	¥ 33.74	$ 5.29	¥ 42.79	¥ 29.58

Related party transactions (Tables)

12 Months Ended

Dec. 31, 2021

Related party transactions

Schedule of 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.

Intangible assets, net

12 Months Ended

Dec. 31, 2021

Intangible assets, net

Intangible assets, net

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.

Investment in equity method investees (Details) ¥ in Thousands, $ in Thousands		1 Months Ended	12 Months Ended
	Oct. 31, 2019 CNY (¥)	Oct. 31, 2021 CNY (¥)	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2021 USD ($)
Investment in equity method investees
Investments in equity method investees			¥ 2,476,868		¥ 1,949,787		$ 388,675
Impairment			(132,415)		(96,624)
Equity method ownership interest percentage	17.00%
Share of (loss) gain of equity method investees			42,303	$ 6,638	30,015	¥ 27,182
Impairment loss for investment in affiliate			35,791		43,160	0
Amount contributed to investee	¥ 480,000		141,600
Gain on disposal of the investment			0	$ 0	57,629
Sichuan VipFubon Consumer Finance Co., Ltd [Member]
Investment in equity method investees
Investments in equity method investees			200,580
Kunshan Baowei Information Technology Limited ("Kunshan Baowei")
Investment in equity method investees
Investments in equity method investees			¥ 180,278		307,097
Percentage Sale Of Parent Equity Interest			45.00%				45.00%
Equity Interest Transferred As Percentage Of Net Asset Value			45.00%				45.00%
Equity Method Investment, Amount Sold			¥ 177,500
Equity method investment, collection of loans receivable from investee, non cash			216,000
Shenzhen Tencent Puhe Limited Partnership ("Tencent Puhe")
Investment in equity method investees
Investments in equity method investees			182,682		198,744
Sequoia Fashion and Technology Industry Fund Investment Limited Partnership ("Sequoia Fashion and Technology")
Investment in equity method investees
Investments in equity method investees			543,456		176,810
Shanxi Tianmei Shan Shan Outlets Shopping Mall Co., Ltd ("Shanxi Shan Shan")
Investment in equity method investees
Investments in equity method investees			568,066		510,117
Zhengzhou Shan Shan Outlets Shopping Mall Co., Ltd ("Zhengzhou Shan Shan")
Investment in equity method investees
Investments in equity method investees			488,687		489,034
Gansu Shan Shan Outlets Shopping Mall Co., Ltd ("Gansu Shan Shan")
Investment in equity method investees
Investments in equity method investees			161,252		166,717
Others
Investment in equity method investees
Investments in equity method investees			284,282		197,892
Gain on disposal of the investment			¥ 0		¥ 4,809	¥ 0
VipFubon [Member]
Investment in equity method investees
Equity method ownership interest percentage		49.90%
Amount contributed to investee		¥ 249,500

CONSOLIDATED BALANCE SHEETS ¥ in Thousands, $ in Thousands	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)
Current assets:
Cash and cash equivalents	¥ 16,297,410	$ 2,557,419	¥ 11,995,415
Restricted cash	873,859	137,128	815,906
Short-term investments	5,381,618	844,493	7,328,719
Accounts receivables, net	459,128	72,047	334,529
Amounts due from related parties, net	637,825	100,089	333,539
Other receivables and prepayments, net	2,326,866	365,136	2,286,359
Loan receivables, net	131	21	27,258
Inventories	6,865,108	1,077,285	7,642,509
Assets held for sale			408,748
Total current assets	32,841,945	5,153,618	31,172,982
Property and equipment, net	14,376,712	2,256,020	13,584,459
Deposits for property and equipment	382,121	59,963	73,718
Land use rights, net	6,612,165	1,037,593	6,062,792
Intangible assets, net	320,943	50,363	333,022
Investments in equity method investees	2,476,868	388,675	1,949,787
Other investments	2,482,911	389,623	2,861,034
Other long-term assets	296,366	46,506	100,328
Goodwill	589,165	92,453	593,662
Deferred tax assets, net	760,023	119,264	628,267
Right-of-use assets, net	1,148,322	180,197	1,580,763
Total assets	62,287,541	9,774,275	58,940,814
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)	13,144,935	2,062,727	15,191,313
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)	1,828,781	286,976	1,558,891
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)	7,658,677	1,201,814	7,696,996
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)	429,088	67,333	444,100
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)	449,693	70,567	334,431
Short-term loans	1,975,184	309,950	1,043,426
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)	284,659	44,669	299,791
Total current liabilities	25,771,017	4,044,036	26,568,948
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)	437,202	68,607	432,995
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)	1,026,155	161,026	1,070,891
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)	952,813	149,517	1,360,946
Other long term liabilities	272,038	42,689	121,245
Total liabilities	28,459,225	4,465,875	29,555,025
Commitments and contingencies (Note 22)
SHAREHOLDERS' EQUITY:
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	12,227,637	1,918,783	10,816,185
Retained earnings	22,421,488	3,518,421	17,740,415
Accumulated other comprehensive loss	(88,599)	(13,905)	(58,954)
Total Vipshop Holdings Limited shareholders' equity	32,632,898	5,120,813	28,497,734
Non-controlling interests	1,195,418	187,587	888,055
Total shareholders' equity	33,828,316	5,308,400	29,385,789
Total liabilities and shareholders' equity	62,287,541	9,774,275	58,940,814
Class A ordinary shares
SHAREHOLDERS' EQUITY:
Ordinary shares	80	13	77
Class B ordinary shares
SHAREHOLDERS' EQUITY:
Ordinary shares	¥ 11	$ 2	¥ 11

Capital structure

12 Months Ended

Dec. 31, 2021

Capital structure

Capital structure

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.

Conversion of ordinary shares

During the year ended December 31, 2021, 950,000 class B shares were converted into Class A shares.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Commitments and contingencies

12 Months Ended

Dec. 31, 2021

Commitments and contingencies

Commitments and contingencies

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.

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.

CONSOLIDATED BALANCE SHEETS (Parenthetical) ¥ in Thousands, $ in Thousands	Dec. 31, 2021 CNY (¥) ¥ / shares shares	Dec. 31, 2020 CNY (¥) ¥ / shares shares
Current liabilities
Accounts payable (Including accounts payable of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB136,359 and RMB42,615 as of December 31, 2019 and 2020, respectively)	¥ 13,144,935	¥ 15,191,313
Advances from customers (Including advances from customers of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB458,894 and RMB 281,260 as of December 31, 2019 and 2020, respectively)	1,828,781	1,558,891
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 2,720,212 and RMB2,478,930 as of December 31, 2020 and 2021, respectively)	7,658,677	7,696,996
Amounts due to related parties (Including amounts due to related parties of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB8,820 and nil as of December 31, 2019 and 2020, respectively)	429,088	444,100
Deferred income (Including deferred income of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB244,323 and RMB 289,815 as of December 31, 2019 and 2020, respectively)	449,693	334,431
Operating lease liabilities (Including operating lease liabilities of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB17,697 and RMB1,157 as of December 31,2019 and 2020, respectively)	284,659	299,791
NON-CURRENT LIABILITIES
Deferred tax liabilities (Including deferred tax liabilities of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB36,385 and RMB 31,773 as of December 31, 2019 and 2020, respectively)	437,202	432,995
Deferred income-noncurrent (Including deferred income of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and RMB21 as of December 31, 2019 and 2020, respectively)	1,026,155	1,070,891
Operating lease liabilities - noncurrent (Including operating lease liabilities-noncurrent of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB8,743 and RMB4,501 as of December 31,2019 and 2020, respectively)	¥ 952,813	¥ 1,360,946
Class A ordinary shares
SHAREHOLDERS' EQUITY:
Common shares, par value (in dollars per share) \| (per share)	¥ 0.0001	¥ 0.0001
Common shares, shares authorized \| shares	483,489,642	483,489,642
Common shares, shares issued \| shares	122,975,885	119,223,484
Common shares, shares outstanding \| shares	120,232,895	119,223,484
Treasury shares (in shares) \| shares	2,742,990	0
Class B ordinary shares
SHAREHOLDERS' EQUITY:
Common shares, par value (in dollars per share) \| (per share)	¥ 0.0001	¥ 0.0001
Common shares, shares authorized \| shares	16,510,358	16,510,358
Common shares, shares issued \| shares	16,510,358	16,510,358
Common shares, shares outstanding \| shares	15,560,358	15,560,358
Consolidated VIEs and VIEs' subsidiaries
Current liabilities
Accounts payable (Including accounts payable of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB136,359 and RMB42,615 as of December 31, 2019 and 2020, respectively)	¥ 2,340	¥ 42,615
Advances from customers (Including advances from customers of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB458,894 and RMB 281,260 as of December 31, 2019 and 2020, respectively)	402,482	281,260
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 2,720,212 and RMB2,478,930 as of December 31, 2020 and 2021, respectively)	2,478,930	2,720,520
Amounts due to related parties (Including amounts due to related parties of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB8,820 and nil as of December 31, 2019 and 2020, respectively)	120,824	0
Deferred income (Including deferred income of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB244,323 and RMB 289,815 as of December 31, 2019 and 2020, respectively)	361,186	289,815
Operating lease liabilities (Including operating lease liabilities of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB17,697 and RMB1,157 as of December 31,2019 and 2020, respectively)	2,546	1,157
NON-CURRENT LIABILITIES
Deferred tax liabilities (Including deferred tax liabilities of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB36,385 and RMB 31,773 as of December 31, 2019 and 2020, respectively)	29,032	31,773
Deferred income-noncurrent (Including deferred income of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of nil and RMB21 as of December 31, 2019 and 2020, respectively)	0	21
Operating lease liabilities - noncurrent (Including operating lease liabilities-noncurrent of the consolidated VIEs and VIEs' subsidiaries without recourse to the Company of RMB8,743 and RMB4,501 as of December 31,2019 and 2020, respectively)	¥ 358	¥ 4,501

Other operating income (Tables)

12 Months Ended

Dec. 31, 2021

Other operating income.

Schedule of components of other operating income

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

Schedule I—Condensed Financial Information of the Parent Company - Statements of Cash Flows and Notes (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)
Cash flow from operating activities:
Net income	¥ 4,692,874	$ 736,414	¥ 5,919,356	¥ 3,986,433
Adjustments to reconcile net income to net cash by operating activities:
Share of results of an equity method investee	(42,303)	(6,638)	(30,015)	(27,182)
Impairment loss on an equity method investee	35,791	5,616	43,160
Changes in operating assets and liabilities:
Deferred income	67,939	10,661	(54,186)	27,904
Net cash (used in) generated from operating activities	6,744,644	1,058,382	11,820,444	12,290,183
Cash flows from investing activity:
Net cash provided by (used in) investing activities	(2,326,489)	(365,076)	(6,695,043)	(8,240,560)
Cash flows from financing activities:
Proceeds from issuance of ordinary shares upon exercise of share options	419,814	65,878	895
Redemption of convertible senior notes			0	(4,220,841)
Repurchase of ordinary shares	(1,938,800)	(304,240)
Net cash (used in) provided by financing activities	(58,788)	(9,225)	(20,839)	(6,256,700)
Effect of exchange rate changes on cash and cash equivalents	581	90	(12,526)	(112,110)
Net (decrease) increase in cash, cash equivalents and restricted cash	4,359,948	684,171	5,092,036	(2,319,187)
Cash, cash equivalents and restricted cash at beginning of the year	12,811,321	2,010,376	7,719,285	10,038,472
Cash, cash equivalents and restricted cash at end of the year	17,171,269	2,694,547	12,811,321	7,719,285
Parent company
Cash flow from operating activities:
Net income	4,681,073	734,562	5,906,957	4,016,832
Adjustments to reconcile net income to net cash by operating activities:
Equity income of subsidiaries and VIEs	(4,686,284)	(735,380)	(5,879,908)	(4,023,912)
Share of results of an equity method investee	0	0	4,200	6,163
Impairment loss on an equity method investee	0	0	38,115	0
Changes in operating assets and liabilities:
Accrued expenses and other current liabilities	(52,544)	(8,246)	107,631	(5,885)
Deferred income	(710)	(111)	30,374
Net cash (used in) generated from operating activities	(58,465)	(9,175)	207,369	(6,802)
Cash flows from investing activity:
Changes in amounts due from subsidiaries	1,577,719	247,579	(208,250)	4,227,181
Net cash provided by (used in) investing activities	1,577,719	247,579	(208,250)	4,227,181
Cash flows from financing activities:
Proceeds from issuance of ordinary shares upon exercise of share options	419,814	65,878	895	297
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	(1,518,984)	(238,362)	895	(4,220,544)
Effect of exchange rate changes on cash and cash equivalents	5	1	4	(3)
Net (decrease) increase in cash, cash equivalents and restricted cash	275	43	18	(168)
Cash, cash equivalents and restricted cash at beginning of the year	62	10	44	212
Cash, cash equivalents and restricted cash at end of the year	337	$ 53	¥ 62	¥ 44
Restriction on dividend distribution
Amount of restricted capital and reserves not available for dividend distribution	12,150,000
Cash dividend declared and paid to the Company	¥ 0

Leases - Details of component of lease cost (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Lease, Cost [Abstract]
Operating lease cost for fixed payments	¥ 379,323	¥ 484,275
Short-term lease costs	25,543	61,289
Variable lease costs	106,251	64,877
Total lease costs	¥ 511,117	¥ 610,441

Other long-term assets (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2021 USD ($)	Oct. 31, 2019
Other long-term assets
Balance at beginning of the year	¥ (52,776)		¥ (33,888)
Reversal	(17,118)	$ (2,686)	(9,131)	¥ 229,531
Balance at end of the year	(32,289)		(52,776)	(33,888)
Total	296,366		100,328		$ 46,506
Equity Method Investment, Ownership Percentage						17.00%
Other long-term assets
Other long-term assets
Deposit for investment (Note a)	228,571
Long term accounts receivables (Note b)	394		49,906
Long term loan receivables	7,052		17,824
Loan to employees	36,119		34,060
Others	24,584
Subtotal	296,720		101,790
Balance at beginning of the year	(1,462)		(12,540)
Adoption of Topic 326(Note 2(ad))			(6,310)
Reversal	1,108		17,388
Balance at end of the year	(354)		(1,462)	¥ (12,540)
Total	¥ 296,366		¥ 100,328
Number of instalment payment	24 months	24 months
Equity Method Investment, Ownership Percentage	4.43%				4.43%

Subsequent events (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Class A ordinary shares
Subsequent Event [Line Items]
Authorized share repurchase amount	$ 500	$ 500
ADS
Subsequent Event [Line Items]
Number of common shares repurchased		2,742,990
Subsequent event
Subsequent Event [Line Items]
Authorized share repurchase amount	$ 1,000
Number of common shares repurchased	0
Subsequent event \| Class A ordinary shares
Subsequent Event [Line Items]
Share repurchase program period	24 months
Subsequent event \| ADS \| Maximum
Subsequent Event [Line Items]
Authorized share repurchase amount	$ 1,000

Summary of Significant Accounting Policies - Intangible assets, net (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)
Property and equipment, net
Residual value of furniture, fixtures and equipment and motor vehicles (as a percent)	5.00%	5.00%
Impairment of long-lived assets (other than goodwill and intangible assets with indefinite life)
Impairments	¥ 61,922	$ 9,717	¥ 47,022	¥ 537,579
Goodwill, Impairment Loss	0		0	278,263
Cost of revenues
Inventory write-down	35,346	$ 5,547	554,850	347,498
Marketing expenses
Advertising expenses	¥ 3,280,000		¥ 3,080,000	¥ 2,230,000
Minimum
Leases [Abstract]
Operating Leases for lease Terms	3 years	3 years
Minimum \| Trademarks
Intangible assets, net
Estimated economic life	2 years	2 years
Maximum
Leases [Abstract]
Operating Leases for lease Terms	5 years	5 years
Maximum \| Trademarks
Intangible assets, net
Estimated economic life	5 years	5 years
Buildings \| Minimum
Property and equipment, net
Estimated useful life	20 years	20 years
Buildings \| Maximum
Property and equipment, net
Estimated useful life	30 years	30 years
Furniture, fixtures and equipment \| Minimum
Property and equipment, net
Estimated useful life	2 years	2 years
Furniture, fixtures and equipment \| Maximum
Property and equipment, net
Estimated useful life	10 years	10 years
Motor vehicles \| Minimum
Property and equipment, net
Estimated useful life	4 years	4 years
Motor vehicles \| Maximum
Property and equipment, net
Estimated useful life	5 years	5 years
Software
Property and equipment, net
Estimated useful life	3 years	3 years

Acquisition (Details) ¥ in Thousands, $ in Thousands			1 Months Ended	12 Months Ended
Acquisition (Details) ¥ in Thousands, $ in Thousands	Jul. 31, 2020 CNY (¥)	May 31, 2020 CNY (¥)	Jun. 30, 2021 CNY (¥)	Dec. 31, 2021 CNY (¥)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2021 USD ($)	Oct. 31, 2019	Jul. 10, 2019
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross				¥ 547,450
Equity Method Investment, Ownership Percentage							17.00%
Equity Method Investments				2,476,868	¥ 1,949,787	$ 388,675
Non-controlling interests				228,162
Shan Shan Outlets
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired								100.00%
Payments to Acquire Businesses, Gross				25,000
Property and equipment				461,408
Land use rights				837,160
Non-controlling interests				314,537
Ningbo Shanjing [Member]
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired	30.38%
Cash Consideration		¥ 236,250
Harbin Shan Shan [Member]
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired	40.00%
Cash Consideration	¥ 311,200
Equity Method Investment, Ownership Percentage					100.00%
Equity Method Investment, Aggregate Cost					¥ 1,255,895
Equity Method Investments					¥ 52,820
Guiyang Shan Shan Guangda Outlets Plaza Co Ltd [Member]
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired					60.00%
Cash Consideration					¥ 180,000
Current assets					10,793
Property and equipment					342,227
Land use rights					85,746
Current liabilities					142,553
Non-controlling interests					¥ 118,485
Xuzhou Shan Shan Outlets Business Management Co., Ltd ("Xuzhou Shan Shan") [Member]
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired			100.00%
Cash Consideration			¥ 149,210
Xuzhou Shan Shan Outlets Business Management Co., Ltd ("Xuzhou Shan Shan") [Member] \| Third Party Investor [Member]
Business Acquisition [Line Items]
Equity Method Investment, Ownership Percentage			20.00%
Proceeds from contributions from third party investor				¥ 16,000
Equity interest in acquiree agreed to be contributed by third party.			¥ 60,000
Xuzhou Shan Shan Outlets Business Management Co., Ltd ("Xuzhou Shan Shan") [Member] \| Construction in Progress [Member]
Business Acquisition [Line Items]
Current assets			401
Property and equipment			2,293
Land use rights			170,983
Current liabilities			¥ 24,467

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥) ¥ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 CNY (¥) ¥ / shares shares	Dec. 31, 2019 CNY (¥) ¥ / shares shares
Net revenues:
Total net revenues	¥ 117,059,678	$ 18,369,218	¥ 101,858,489	¥ 92,994,418
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)	(93,953,121)	(14,743,295)	(80,573,181)	(72,314,190)
Gross profit	23,106,557	3,625,923	21,285,308	20,680,228
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)	(7,652,504)	(1,200,845)	(6,878,991)	(7,317,706)
Marketing expenses	(5,089,213)	(798,609)	(4,284,274)	(3,323,927)
Technology and content expenses	(1,517,307)	(238,099)	(1,221,264)	(1,568,107)
General and administrative expenses	(4,189,690)	(657,454)	(3,748,548)	(4,064,264)
Goodwill impairment loss \| ¥	0		0	(278,263)
Total operating expenses	(18,448,714)	(2,895,007)	(16,133,077)	(16,552,267)
Other operating income	924,579	145,087	707,855	645,413
Income from operations	5,582,422	876,003	5,860,086	4,773,374
Impairment loss of investments	(414,780)	(65,088)	(43,160)	(127,589)
Interest expenses	(14,461)	(2,269)	(67,357)	(86,004)
Interest income	671,461	105,367	449,017	217,027
Exchange loss	(37,052)	(5,814)	(160,097)	(935)
Investment gain and revaluation of investments	85,685	13,446	980,868	166,932
Income before income taxes and share of income of equity method investees	5,873,275	921,645	7,019,357	4,942,805
Income tax expense	(1,222,704)	(191,869)	(1,130,016)	(983,554)
Share of income of equity method investees, net of tax of nil	42,303	6,638	30,015	27,182
Net income	4,692,874	736,414	5,919,356	3,986,433
Net loss (income) attributable to non-controlling interests	(11,801)	(1,852)	(12,399)	30,399
Net income attributable to Vipshop Holdings Limited's shareholders	¥ 4,681,073	$ 734,562	¥ 5,906,957	¥ 4,016,832
Weighted average number of Class A and Class B ordinary shares for computing earnings per Class A and Class B ordinary share:
- Basic (in shares)	136,175,112	136,175,112	135,077,790	133,524,129
- Diluted (in shares)	138,745,022	138,745,022	138,036,010	136,081,415
Net earnings per Class A and Class B ordinary share
- Basic (in dollars per share) \| (per share)	¥ 34.38	$ 5.39	¥ 43.73	¥ 30.08
- Diluted (in dollars per share) \| (per share)	¥ 33.74	$ 5.29	¥ 42.79	¥ 29.58
Net income	¥ 4,692,874	$ 736,414	¥ 5,919,356	¥ 3,986,433
Other comprehensive loss:
Foreign currency translation, net of tax of nil	(29,645)	(4,652)	(2,298)	(25,773)
Comprehensive income	4,663,229	731,762	5,917,058	3,960,660
Less: Comprehensive (loss) income attributable to non-controlling interests	11,801	1,852	12,399	(30,399)
Comprehensive income attributable to Vipshop Holdings Limited's shareholders	4,651,428	729,910	5,904,659	3,991,059
Product revenues
Net revenues:
Total net revenues	111,256,902	17,458,636	97,449,712	88,721,311
Other revenues
Net revenues:
Total net revenues	¥ 5,802,776	$ 910,582	¥ 4,408,777	¥ 4,273,107

Property and equipment, net (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2021 USD ($)
Property and equipment, net
Property and equipment, gross	¥ 19,445,344	¥ 17,818,468
Less: Accumulated depreciation	(4,589,518)	(3,766,044)
Less: Accumulated impairment	(479,114)	(467,965)
Property and equipment, net	14,376,712	13,584,459		$ 2,256,020
Property and Equipment Reclassification To Held For Sale		299,319
Land Use Rights Reclassification To Held For Sale		109,429
Gain loss on disposition of stock in subsidiary	158,100
General and administrative expenses
Property and equipment, net
Less: Accumulated impairment			¥ (420,800)
Buildings
Property and equipment, net
Property and equipment, gross	13,489,590	11,381,720
Less: Accumulated impairment	35,364
Furniture, fixtures and equipment
Property and equipment, net
Property and equipment, gross	3,345,081	3,155,216
Leasehold improvements
Property and equipment, net
Property and equipment, gross	1,370,964	1,296,018
Motor vehicles
Property and equipment, net
Property and equipment, gross	31,998	33,420
Software
Property and equipment, net
Property and equipment, gross	150,824	128,211
Construction in process
Property and equipment, net
Property and equipment, gross	¥ 1,056,887	¥ 1,823,883

Short-term loans

12 Months Ended

Dec. 31, 2021

Short-term loans

Short-term loans

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

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.

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Details of information relating to lease

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	%

Details of component of lease cost

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

Summary of supplemental cash flow information

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

Summary of Maturities of lease liabilities

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

Leases - Summary of Maturities of lease liabilities (Details) ¥ in Thousands	Dec. 31, 2021 CNY (¥)
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

Intangible assets, net (Tables)

12 Months Ended

Dec. 31, 2021

Intangible assets, net

Schedule of 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)

(b)

Payment license

has a legal life of 5 years, which

Accounts receivable, net

12 Months Ended

Dec. 31, 2021

Accounts receivable, net

Accounts receivable, net

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

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.

Share-based payments (Tables)

12 Months Ended

Dec. 31, 2021

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

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


Assumptions		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

Schedule of share option movements


	Options outstanding			Weighted average exercise price per share		Weighted average remaining contractual years to expiry per share		Weighted average fair value at grant date		Weighted average intrinsic value per option			Aggregate intrinsic value
				US$				US$		US$			US$
Outstanding as of December 31, 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	)

Schedule of non-vested shares movement


	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

Schedule of share-based compensation expenses


	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	)

Shan Shan Plan [Member]

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

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


Assumptions	2019			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

Summary of Significant Accounting Policies - Foreign Currency Transactions and Translations (Details) ¥ in Millions	1 Months Ended	3 Months Ended
	Apr. 30, 2019	Mar. 31, 2019	Dec. 31, 2021 CNY (¥)	Dec. 31, 2020 CNY (¥)
Foreign currency transactions and translations
Cash, cash equivalents and restricted cash			¥ 16,990	¥ 12,620
Minimum
Convenience translation
Convenience translation calculated at the rate of US$1.00			6.3726
Value added taxes
Rate of VAT levied on PRC subsidiaries of the company (as a percent)	3.00%	6.00%
Maximum
Convenience translation
Convenience translation calculated at the rate of US$1.00			1.00
Value added taxes
Rate of VAT levied on PRC subsidiaries of the company (as a percent)	13.00%	16.00%

Segment information - Other (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)
Segment information
Total net revenues	¥ 117,059,678	$ 18,369,218	¥ 101,858,489	¥ 92,994,418
Womenswear and menswear
Segment information
Total net revenues	36,387,893		35,403,381	33,575,532
Shoes and bags
Segment information
Total net revenues	10,940,824		10,010,393	9,045,520
Skincare and cosmetics
Segment information
Total net revenues	15,404,639		14,879,902	14,645,878
Sportswear and sporting goods
Segment information
Total net revenues	13,528,783		10,648,291	7,333,523
Home goods and other lifestyle products
Segment information
Total net revenues	10,702,864		9,053,344	8,306,962
Baby and children products
Segment information
Total net revenues	8,700,589		11,400,829	10,096,808
Supermarkets and other products
Segment information
Total net revenues	15,591,310		6,053,572	5,717,088
Other revenues
Segment information
Total net revenues	5,802,776		4,408,777	4,273,107
Product revenues
Segment information
Total net revenues	¥ 111,256,902	$ 17,458,636	¥ 97,449,712	¥ 88,721,311

Share-based payments - Expenses (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Additional information related to stock options
Share-based compensation expenses related to share options granted	¥ 1,010,013	¥ 951,048	¥ 688,083
Fair value of shares vested	471,325	297,577	65,165
Employees
Additional information related to stock options
Share-based compensation expenses related to share options granted	247,648	317,503	¥ 65,165
Executives and employees
Additional information related to stock options
Unrecognized compensation cost related to unvested share options granted	¥ 1,056,206	¥ 1,319,259
Weighted-average period over which unrecognized compensation cost is to be recognized	4 years

Other investments

12 Months Ended

Dec. 31, 2021

Other investments

Other investments

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.

(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.

Short-term loans (Details) ¥ in Thousands, $ in Thousands, € in Millions	12 Months Ended
	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 EUR (€)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 EUR (€)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Short term loans
Total short term loans	¥ 1,975,184			¥ 1,043,426			$ 309,950
Debt Instrument, Unused Borrowing Capacity, Amount	1,476,400			601,700
Long-term Debt, Gross	3,451,600			¥ 1,146,100
Maximum
Short term loans
Debt Instrument Interest Rate				1.90%				1.90%
Minimum
Short term loans
Debt Instrument Interest Rate				0.98%				0.98%
Revolving Credit Facility [Member]
Short term loans
Maximum credit facility	2,730,000
Drawn down from debt	1,680,900
Revolving Credit Facility Agreement With Multiple Banks [Member]
Short term loans
Drawn down from debt	0
RMB denominated
Short term loans
Total short term loans	¥ 0			¥ 498,976
Drawn down from debt				276,800
RMB denominated \| Standard Chartered Bank Hong Kong Limited [Member]
Short term loans
Maximum credit facility				293,600
RMB denominated \| Revolving Credit Facility [Member]
Short term loans
Maximum credit facility				3,300,000
RMB denominated \| Revolving Credit Facility Agreement With Multiple Banks [Member]
Short term loans
Floating Interest Rate Description	3-month Europe Interbank Offered Rate plus 2.1%	3-month Europe Interbank Offered Rate plus 2.1%	3-month Europe Interbank Offered Rate plus 2.1%
Drawn down from debt	¥ 40,200		€ 5.6	499,000
Debt Instrument Interest Rate	2.10%						2.10%
RMB denominated \| Revolving Credit Facility Agreement With Multiple Banks [Member] \| Bank Of China [Member]
Short term loans
Maximum credit facility				¥ 200,000
Debt Instrument Interest Rate				1.97%				1.97%
RMB denominated \| Revolving Credit Facility Agreement With Multiple Banks [Member] \| Maximum
Short term loans
Debt Instrument Interest Rate				2.90%				2.90%
RMB denominated \| Revolving Credit Facility Agreement With Multiple Banks [Member] \| Minimum
Short term loans
Debt Instrument Interest Rate				2.80%				2.80%
U.S. dollar denominated
Short term loans
Total short term loans	¥ 1,935,024			¥ 535,822
Drawn down from debt \| $					$ 42,400
U.S. dollar denominated \| Standard Chartered Bank Hong Kong Limited [Member]
Short term loans
Maximum credit facility \| $								$ 45,000
U.S. dollar denominated \| Revolving facility agreement with the Standard Chartered Bank
Short term loans
Floating Interest Rate Description	3-month London Inter-Bank Offered Rate plus 0.85	3-month London Inter-Bank Offered Rate plus 0.85	3-month London Inter-Bank Offered Rate plus 0.85
Debt Instrument Interest Rate	0.85%						0.85%
U.S. dollar denominated \| Revolving Credit Facility Agreement With Multiple Banks [Member]
Short term loans
Drawn down from debt				259,000	$ 39,700
U.S. dollar denominated \| Revolving Credit Facility Agreement With Multiple Banks [Member] \| Revolving Credit Facility [Member]
Short term loans
Maximum credit facility				652,500				$ 100,000
U.S. dollar denominated \| Revolving Credit Facility Agreement With Multiple Banks One [Member]
Short term loans
Drawn down from debt	¥ 1,144,400	$ 179,500
U.S. dollar denominated \| Revolving Credit Facility Agreement With Multiple Banks One [Member] \| Maximum
Short term loans
Debt Instrument Interest Rate	0.936%						0.936%
U.S. dollar denominated \| Revolving Credit Facility Agreement With Multiple Banks One [Member] \| Minimum
Short term loans
Debt Instrument Interest Rate	0.94%						0.94%
U.S. dollar denominated \| Revolving Credit Facility Agreement With Multiple Banks One [Member] \| Revolving Credit Facility [Member]
Short term loans
Maximum credit facility	¥ 1,817,100						$ 285,000
U.S. dollar denominated \| Revolving Credit Facility Agreement With Multiple Banks Two [Member] \| Maximum
Short term loans
Debt Instrument Interest Rate	1.02%						1.02%
U.S. dollar denominated \| Revolving Credit Facility Agreement With Multiple Banks Two [Member] \| Minimum
Short term loans
Debt Instrument Interest Rate	0.99%						0.99%
U.S. dollar denominated \| Revolving Credit Facility Agreement With Multiple Banks Three [Member]
Short term loans
Maximum credit facility	¥ 1,434,500						$ 225,000
Drawn down from debt	790,600	$ 124,000
Euro Member Countries, Euro
Short term loans
Total short term loans	¥ 40,160			8,628
Euro Member Countries, Euro \| Revolving Credit Facility Agreement With Multiple Banks [Member] \| Bank Of China [Member]
Short term loans
Drawn down from debt				¥ 8,600		€ 1.1

Schedule I—Condensed Financial Information of the Parent Company - Balance Sheets (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands, $ in Thousands	Dec. 31, 2021 CNY (¥) ¥ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 CNY (¥) ¥ / shares shares	Dec. 31, 2020 $ / shares	Dec. 31, 2019 CNY (¥)
ASSETS
Cash and cash equivalents	¥ 16,297,410	$ 2,557,419	¥ 11,995,415		¥ 6,573,808
Total assets	62,287,541	9,774,275	58,940,814
LIABILITIES AND SHAREHOLDERS' EQUITY
Deferred income	449,693	70,567	334,431
Total liabilities	28,459,225	4,465,875	29,555,025
SHAREHOLDERS' EQUITY:
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	12,227,637	1,918,783	10,816,185
Retained earnings	22,421,488	3,518,421	17,740,415
Accumulated other comprehensive loss	(88,599)	(13,905)	(58,954)
Total Vipshop Holdings Limited shareholders' equity	32,632,898	5,120,813	28,497,734
Total liabilities and shareholders' equity	62,287,541	9,774,275	58,940,814
Class A ordinary shares
SHAREHOLDERS' EQUITY:
Ordinary shares	¥ 80	$ 13	¥ 77
Additional disclosure
Common shares, par value (in dollars per share) \| (per share)	¥ 0.0001	$ 0.0001	¥ 0.0001	$ 0.0001
Common shares, shares authorized	483,489,642	483,489,642	483,489,642
Common shares, shares issued	122,975,885	122,975,885	119,223,484
Common shares, shares outstanding	120,232,895	120,232,895	119,223,484
Treasury shares (in shares)	2,742,990	2,742,990	0
Class B ordinary shares
SHAREHOLDERS' EQUITY:
Ordinary shares	¥ 11	$ 2	¥ 11
Additional disclosure
Common shares, par value (in dollars per share) \| (per share)	¥ 0.0001	$ 0.0001	¥ 0.0001	$ 0.0001
Common shares, shares authorized	16,510,358	16,510,358	16,510,358
Common shares, shares issued	16,510,358	16,510,358	16,510,358
Common shares, shares outstanding	15,560,358	15,560,358	15,560,358
Parent company
ASSETS
Cash and cash equivalents	¥ 337	$ 53	¥ 62
Investment in subsidiaries	28,904,332	4,535,720	23,358,829
Amount due from subsidiaries	3,812,267	598,228	5,278,056
Total assets	32,716,936	5,134,001	28,636,947
LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued expenses and other current liabilities	54,374	8,533	108,839
Deferred income	29,664	4,655	30,374
Total liabilities	84,038	13,188	139,213
SHAREHOLDERS' EQUITY:
Additional paid-in capital	12,227,637	1,918,783	10,816,185
Retained earnings	22,421,488	3,518,421	17,740,415
Accumulated other comprehensive loss	(88,599)	(13,905)	(58,954)
Total Vipshop Holdings Limited shareholders' equity	32,632,898	5,120,813	28,497,734
Total liabilities and shareholders' equity	32,716,936	5,134,001	28,636,947
Parent company \| Class A ordinary shares
SHAREHOLDERS' EQUITY:
Ordinary shares	¥ 80	$ 13	¥ 77
Additional disclosure
Common shares, shares authorized	483,489,642	483,489,642	483,489,642
Common shares, shares issued	122,975,885	122,975,885	119,223,484
Common shares, shares outstanding	120,232,895	120,232,895	119,223,484
Treasury shares (in shares)	2,742,990	2,742,990	0
Parent company \| Class B ordinary shares
SHAREHOLDERS' EQUITY:
Ordinary shares	¥ 11	$ 2	¥ 11
Additional disclosure
Common shares, shares authorized	16,510,358	16,510,358	16,510,358
Common shares, shares issued	15,560,358	15,560,358	16,510,358
Common shares, shares outstanding	15,560,358	15,560,358	16,510,358

Non-controlling interests - Schedule Of Non-controlling Interest (Parenthetical) (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Noncontrolling Interest [Line Items]
Capital contribution from non-controlling interests shareholders	¥ 461,148	¥ 185,131	¥ 107,950
Non-controlling interests
Noncontrolling Interest [Line Items]
Capital contribution from non-controlling interests shareholders	310,677	141,983	¥ 107,950
Additional Paid-in Capital [Member]
Noncontrolling Interest [Line Items]
Capital contribution from non-controlling interests shareholders	150,471	43,148
Chongqing Weiao, Hengyang Shanshan and Shengyang Shanshan
Noncontrolling Interest [Line Items]
Capital contribution from non-controlling interests shareholders		¥ 122,613
Shan Shan Outlets [Member]
Noncontrolling Interest [Line Items]
Capital contribution from non-controlling interests shareholders	461,148
Shan Shan Outlets [Member] \| Non-controlling interests
Noncontrolling Interest [Line Items]
Capital contribution from non-controlling interests shareholders	310,677
Shan Shan Outlets [Member] \| Additional Paid-in Capital [Member]
Noncontrolling Interest [Line Items]
Capital contribution from non-controlling interests shareholders	¥ 150,471

Other long-term assets (Tables)

12 Months Ended

Dec. 31, 2021

Other long-term assets

Schedule of 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.

(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

Segment information

12 Months Ended

Dec. 31, 2021

Segment information

Segment information

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

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


	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.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Non-controlling interests

12 Months Ended

Dec. 31, 2021

Non-controlling interests

Non-controlling interests

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

During

the

year ended December 31, 2020, 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.

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

Other investments (Tables)

12 Months Ended

Dec. 31, 2021

Other investments

Schedule of other investments


	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

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.

(b)

Available-for-sale

debt securities

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

investment gain and revaluation of investments

Short-term loans (Tables)

12 Months Ended

Dec. 31, 2021

Short-term loans

Components of the outstanding 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)

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)

3-month

London Inter-Bank Offered Rate plus 0.85

(c)

Income taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income taxes

Schedule of income (loss) by tax jurisdictions

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

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


	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

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


	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

Schedule of the principal components of deferred tax assets


	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

Related party transactions

12 Months Ended

Dec. 31, 2021

Related party transactions

Related party transactions

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.

Property and equipment, net (Tables)

12 Months Ended

Dec. 31, 2021

Property and equipment, net

Schedule of 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

Other investments (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
Other investments (Details) ¥ in Thousands, $ in Thousands	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2021 USD ($)	Mar. 25, 2019 CNY (¥)
Other investments
Available-for-sale debt securities, Original cost	¥ 112,314		¥ 112,314
Other investments, Original cost	3,478,857		3,268,819
Equity investments with readily determinable fair value, Unrealized gains (loss)	85,685	$ 13,446	980,868	¥ 166,932
Other investments, Unrealized gains (loss)	(76,511)		82,197
Available-for-sale debt securities, Accumulated impairment	(118,689)		(118,689)
Other investments, Accumulated impairment	(792,252)		(413,263)
Available-for-sale debt securities, Translation difference	6,375		6,375
Other investments, Translation difference	(127,183)		(76,719)
Other Investments, Estimated Fair value	2,482,911		2,861,034		$ 389,623
Gain on disposal of the investment	0	0	57,629
Impairment loss on available-for-sale debt securities				83,616
Impairment loss on equity investments without readily determinable fair value			0
Dividend income	179,270		229,221	10,427
Gross realized gain on investment	68,163
Dividend from other investments as reinvestment	51,635	$ 8,103
Zhejiang Merit Interactive Network Technology Co Ltd
Other investments
Equity investments without readily determinable fair value, Estimated Fair value						¥ 48,000
Equity investments with readily determinable fair value
Other investments
Gain on disposal of the investment	42,141		486,227	157
Impairment loss on equity investments with readily determinable fair value	0		0	0
Equity investments with readily determinable fair value cost value	63,826		540,490	190
Equity investments with readily determinable fair value
Other investments
Equity investments with readily determinable fair value, Original cost	226,200		215,035
Equity investments with readily determinable fair value, Unrealized gains (loss)	(80,829)		77,879
Equity investments with readily determinable fair value, Accumulated impairment	(48,634)		(48,634)
Equity investments with readily determinable fair value, Translation difference	5,387		8,782
Equity investments with readily determinable fair value, Estimated Fair value	102,124		253,062
Revaluation Of Equity Investments With Readily Determinable Fair Value	(116,567)		293,140	165,731
Dividend income	222		389	2,097
Equity investments without readily determinable fair value
Other investments
Equity investments without readily determinable fair value, Original cost	3,140,343		2,941,470
Equity investments without readily determinable fair value, Unrealized gains (loss)	4,318		4,318
Equity investments without readily determinable fair value, Accumulated impairment	(624,929)		(245,940)
Equity investments without readily determinable fair value, Translation difference	(138,945)		(91,876)
Equity investments without readily determinable fair value, Estimated Fair value	2,380,787		2,607,972
Gain on disposal of the investment			¥ 351,863
Disposal of investments				0
Impairment loss on equity investments without readily determinable fair value	378,989			¥ 43,973
Equity securities with out readily determinable fair value sold	¥ 508,423

Distribution of profit (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
Distribution of profit (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Distribution of Profit
Reserve level threshold for mandatory transfer requirement (as a percent)	50.00%
Percentage of annual appropriation to general reserve fund required	10.00%
Transferred to general reserve	¥ 87,113	¥ 61,925	¥ 184,182
Parent company
Distribution of Profit
Amount of restricted capital and reserves not available for dividend distribution	¥ 12,150,000

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Parenthetical) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Inventory write-down	¥ 35,346	¥ 554,850	¥ 347,498
Shipping and handling expenses	5,239,085	4,508,208	4,632,552
Tax on share of loss of equity method investees	0
Tax on Foreign currency translation	¥ 0	¥ 0	¥ 0

Investment in equity method investees

12 Months Ended

Dec. 31, 2021

Investment in equity method investees

Investment in equity method investees

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

(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.

Income taxes

12 Months Ended

Dec. 31, 2021

Income taxes

Income taxes

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.

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

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

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

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.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Investment in equity method investees (Tables)

12 Months Ended

Dec. 31, 2021

Investment in equity method investees

Schedule of Investment 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

Schedule I—Condensed Financial Information of the Parent Company - Statements of Income and Comprehensive Income (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)
Condensed Financial Information
General and administrative expenses	¥ (4,189,690)	$ (657,454)	¥ (3,748,548)	¥ (4,064,264)
Other operating income	924,579		707,855	645,413
Income(loss) from operations	5,582,422	876,003	5,860,086	4,773,374
Interest expenses	(14,461)	(2,269)	(67,357)	(86,004)
Share of loss of an equity method investee	42,303	6,638	30,015	27,182
Impairment loss on an equity method investee	(35,791)	(5,616)	(43,160)
Net income attributable to Vipshop Holdings Limited's shareholders	4,681,073	734,562	5,906,957	4,016,832
Other comprehensive income, net of tax of nil:
Foreign currency translation adjustments	(29,645)	(4,652)	(2,298)	(25,773)
Comprehensive income attributable to Vipshop Holdings Limited's shareholders	4,651,428	729,910	5,904,659	3,991,059
Tax on Foreign currency translation	0		0	0
Parent company
Condensed Financial Information
General and administrative expenses	(17,956)	(2,818)	(12,625)	(31,240)
Other operating income	12,745	2,000	81,989	39,385
Income(loss) from operations	(5,211)	(818)	69,364	8,145
Interest expenses	0	0	0	(9,062)
Share of loss of an equity method investee	0	0	(4,200)	(6,163)
Impairment loss on an equity method investee	0	0	(38,115)	0
Equity income of subsidiaries and VIEs	4,686,284	735,380	5,879,908	4,023,912
Net income attributable to Vipshop Holdings Limited's shareholders	4,681,073	734,562	5,906,957	4,016,832
Other comprehensive income, net of tax of nil:
Foreign currency translation adjustments	(29,645)	(4,652)	(2,298)	(25,773)
Comprehensive income attributable to Vipshop Holdings Limited's shareholders	4,651,428	$ 729,910	5,904,659	3,991,059
Tax on Foreign currency translation	¥ 0		¥ 0	¥ 0

Share-based payments - Non-vested shares (Details) ¥ / shares in Units, ¥ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥) ¥ / shares shares	Dec. 31, 2021 CNY (¥) $ / shares	Dec. 31, 2020 CNY (¥) ¥ / shares shares	Dec. 31, 2020 CNY (¥) $ / shares	Dec. 31, 2019 CNY (¥) ¥ / shares shares	Dec. 31, 2019 $ / shares
Share-based Payments
Share based payment expenses recognized \| ¥	¥ 1,010,013		¥ 951,048		¥ 688,083
Employees
Share-based Payments
Share based payment expenses recognized \| ¥	¥ 247,648		¥ 317,503		¥ 65,165
Restricted shares
Share-based Payments
Non-vested ordinary shares granted to executive officers, employees, members of Audit Committee and consultants (in shares) \| shares	1,583,290		1,628,542		2,418,556
Non-vested shares movement
Outstanding at the beginning of the period \| shares	2,991,693		3,399,817
Granted \| shares	1,583,290		1,628,542		2,418,556
Vested \| shares	(1,156,264)		(1,481,693)
Forfeited \| shares	(782,945)		(554,973)
Outstanding at the end of the period \| shares	2,635,774		2,991,693		3,399,817
Restricted shares \| Employees
Share-based Payments
Aggregate fair value of the restricted shares at grant dates \| ¥	¥ 1,357,118		¥ 956,864
Share based payment expenses recognized \| ¥	611,572		518,026		¥ 617,192
2012 Stock Incentive Plan \| Restricted shares
Share-based Payments
Aggregate fair value of the restricted shares at grant dates \| ¥					¥ 693,266
Unrecognized compensation cost related to non-vested shares \| ¥	¥ 1,405,731	¥ 1,405,731	¥ 1,082,970	¥ 1,082,970
Weighted-average vesting period over which unrecognized compensation cost is to be recognized	2 years 9 months 14 days
Weighted average granted fair value per share of non-vested shares granted during the year (in dollars per share) \| (per share)	¥ 857.15	¥ 132.92	¥ 587.56	¥ 87.13	¥ 286.64	$ 41.43
2012 Stock Incentive Plan \| Restricted shares \| Employees
Share-based Payments
Forfeiture rate (as a percent)	29.00%		28.00%		25.00%

Share-based payments - Share-based compensation expenses (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based compensation expenses
Share-based compensation expenses	¥ (1,010,013)	¥ (951,048)	¥ (688,083)
Fulfillment expenses
Share-based compensation expenses
Share-based compensation expenses	(88,985)	(100,486)	(112,683)
Marketing expenses
Share-based compensation expenses
Share-based compensation expenses	(26,834)	(16,534)	(35,038)
Technology and content expenses
Share-based compensation expenses
Share-based compensation expenses	(252,730)	(152,234)	(180,493)
General and administrative expenses
Share-based compensation expenses
Share-based compensation expenses	¥ (641,464)	¥ (681,794)	¥ (359,869)

Income taxes (Details) ¥ / shares in Units, ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥) ¥ / shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥) ¥ / shares	Dec. 31, 2019 CNY (¥) ¥ / shares	Dec. 31, 2021 USD ($)
Income Taxes
Preferential tax rate (as a percent)	10.00%	10.00%
Period of statute of limitations, if underpayment of income taxes is due to computational errors	3 years	3 years
Income tax beneficial rate	15.00%	15.00%
HNTE qualification reapplication period	3 years	3 years
Components of income tax expense
Total tax expenses	¥ 1,222,704	$ 191,869	¥ 1,130,016	¥ 983,554
Undistributed earnings of the Group's subsidiaries and the VIEs in the PRC	23,111,400		19,137,900
Provision for the Chinese dividend withholding taxes	0		0
Deferred income tax liability not recorded in respect of undistributed earnings	155,600		956,900
Reconciliation of the income tax expense to income before income tax expense and share of loss of affiliates
Income before income tax and share of (loss) income of equity method investees	5,873,275		7,019,357	4,942,805
Computed income tax expense at PRC EIT tax rate	1,468,319		1,754,839	1,235,701
Effect of non-deductible expenses, including:
Share-based compensation expenses	160,204		134,324	163,033
Other non-deductible expenses	32,390		27,497	36,838
Effect of different tax rates of subsidiaries operating in other jurisdiction	79,923		(152,863)	17,834
Effect of tax holidays on concessionary rates granted to PRC subsidiaries	(538,797)		(580,608)	(562,898)
Effect of non-taxable income	(51,395)		(90,265)	(15,800)
Change in valuation allowance	72,060		37,092	108,846
Total tax expenses	1,222,704	$ 191,869	1,130,016	983,554
Aggregate amount and per share effect of the tax holidays and tax concessions
The aggregate effect	538,797		580,608	¥ 562,898
Deferred tax assets:
Net operating loss carry forwards	461,974		300,544
Allowance for doubtful debts	11,100		11,792
Impairment of other investments	37,836		27,919
Inventory write-down	273,080		268,094
Payroll payable and other accruals	4,675		5,587
Deferred income	339,230		326,610
Impairment of property and equipment	119,778		105,961
Impairment of land use rights	13,752		13,752
Others	4,421		1,771
Less: valuation allowance	(505,823)		(433,763)
Total deferred tax assets-non current	760,023		628,267		$ 119,264
Deferred tax liability:
Fair value adjustments of long-lived assets from business acquisition	389,359		382,434
Revaluation of other investments	685		7,363
Others	47,158		43,198
Total deferred tax liability-non-current	¥ 437,202		¥ 432,995
Class A and Class B ordinary share
Aggregate amount and per share effect of the tax holidays and tax concessions
Per share effect - basic (in dollars per share) \| ¥ / shares	¥ 3.96		¥ 4.30	¥ 4.22
Per share effect - diluted (in dollars per share) \| ¥ / shares	¥ 3.88		¥ 4.21	¥ 4.14
China operations
Components of income tax expense
Current tax	¥ 1,374,720		¥ 1,256,086	¥ 974,207
Deferred tax	(152,016)		(126,070)	9,347
Reconciliation of the income tax expense to income before income tax expense and share of loss of affiliates
Income before income tax and share of (loss) income of equity method investees	5,593,215		6,284,697	5,161,228
Non-China operations
Reconciliation of the income tax expense to income before income tax expense and share of loss of affiliates
Income before income tax and share of (loss) income of equity method investees	¥ 280,060		¥ 734,660	¥ (218,423)
Cayman Islands
Income Taxes
Withholding tax upon payments of dividends (as a percent)	0.00%	0.00%
Hong Kong \| First Two Million Hong Kong Dollars Of Profit [Member]
Income Taxes
Current rate of taxation (as a percent)	8.25%	8.25%
Hong Kong \| After Two Million Hong Kong Dollars Of Profit [Member]
Income Taxes
Current rate of taxation (as a percent)	16.50%	16.50%
People's Republic of China
Income Taxes
Income tax rate (as a percent)	25.00%	25.00%
Preferential tax rate (as a percent)	15.00%	15.00%	15.00%	15.00%
Period of statute of limitations under special circumstances not clearly defined	5 years	5 years
Minimum underpayment of income tax liability subject to five years statute of limitations	¥ 100	$ 16
Period of statute of limitations in case of transfer pricing related adjustment	10 years	10 years
Components of income tax expense
Withholding tax rate for dividends paid by PRC subsidiaries (as a percent)	10.00%	10.00%
Threshold percentage ownership by residents which meet the criteria of beneficial owner in the Hong Kong SAR for withholding tax (as a percent)	25.00%				25.00%
Withholding tax rate for subsidiary 25% or more directly owned by residents which meet the criteria of beneficial owner in Hong Kong SAR (as a percent)	5.00%	5.00%
Deferred tax liability:
Tax loss carried forward of certain subsidiaries and VIEs	¥ 65,300		¥ 0
People's Republic of China \| Tax Year 2022 to 2026 [Member]
Deferred tax liability:
Tax loss carried forward of certain subsidiaries and VIEs	¥ 1,620,000		¥ 1,270,000

Capital structure (Details) ¥ in Thousands, $ in Thousands		12 Months Ended
Capital structure (Details) ¥ in Thousands, $ in Thousands	Sep. 15, 2014 item	Dec. 31, 2021 CNY (¥) shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 shares	Dec. 31, 2019 shares	Mar. 31, 2022 USD ($)
Capital Structure
Shares issued as a result of exercises of share options by employees and a consultant		1,646,137	1,646,137	157,429	85,706
Repurchase of ordinary shares		¥ 1,938,800	$ 304,240
Class B ordinary shares
Capital Structure
Number of votes entitled per share \| item	10
Conversion of stock, shares issued		950,000	950,000
ADS
Capital Structure
Number of common shares repurchased			2,742,990
Class A ordinary shares
Capital Structure
Number of votes entitled per share \| item	1
Shares issued as a result of exercises of share options by employees and a consultant		1,646,137	1,646,137	157,429	85,706
Issuance of ordinary shares as a result of vesting of shares awards (in shares)		1,156,264	1,156,264	1,481,693	1,102,773
Authorized share repurchase amount \| $			$ 500,000			$ 500,000

Non-controlling interests - Additional Information (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Noncontrolling Interest [Line Items]
Capital contribution from non-controlling interests shareholders	¥ 461,148	¥ 185,131	¥ 107,950
Increase in Capital contribution from non-controlling interests shareholders	¥ (15,082)	(41,167)	¥ (26,897)
Hengyang Shanshan [Member]
Noncontrolling Interest [Line Items]
Loan receivable converted		62,518
Capital contribution from non-controlling interests shareholders		19,370
Increase in Capital contribution from non-controlling interests shareholders		¥ 43,148

Employee retirement benefit

12 Months Ended

Dec. 31, 2021

Employee retirement benefit

Employee retirement benefit

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.

Related party transactions (Details)
¥ in Thousands, $ in Thousands

12 Months Ended

Dec. 31, 2021

CNY (¥)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

CNY (¥)

Dec. 31, 2019

CNY (¥)

Purchase of goods

^[1]

¥ 1,935,511

¥ 1,775,600

¥ 1,451,404

Purchase of services

^[1]

1,124,708

780,050

462,126

Provision of services

31,345

44,259

44,420

Amounts due from related parties (current and non current)

637,825

333,539

Sales of product

85,718

102,249

¥ 111,510

Amounts due to related parties

429,088

444,100

Loan settled to equity method investee through inventries

216,000

$ 33,895

Prepayment to purchase of goods

32,926,000

30,089,000

Deposits

¥ 508,298

397,018

VipFubon [Member]

Interest rate (as a percent)

3.85%

Deposits

¥ 498,449,000

Payables For Purchases Of Goods And Other Services [Member]

Related party payables

¥ 357,688

382,900

Kunshan Baowei

Interest rate (as a percent)

4.35%

Loan settled to equity method investee through inventries

¥ 216,000

Gansu Shan Shan [Member]

Interest rate (as a percent)

4.35%

Gansu Shan Shan [Member] | Interest Bearing Loans [Member]

Amounts due from related parties (current and non current)

¥ 106,450

Shan Shan Outlets [Member]

Due to Related Parties

¥ 71,400

¥ 61,200

[1]	The goods and services were purchased from companies either controlled by its shareholders or directors, significantly influenced by the Group, or affiliates of the Group.

Share-based payments - Share-based awards relating to the Shan Shan Outlets (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)	Aug. 31, 2021	Feb. 28, 2021	Dec. 31, 2020 $ / shares	Aug. 31, 2020	Dec. 31, 2019 $ / shares shares
Share-based Payment Arrangement, Disclosure [Abstract]
Shared compensation expense	¥ 1,010,013	$ 158,493	¥ 951,048	¥ 688,083
Shan Outlets Plan
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items]
Expected dividend yield (as a percent)	0.00%	0.00%	0.00%	0.00%
Risk-free interest rate minimum	2.28%	2.28%	2.72%	2.53%
Risk-free interest rate maximum	2.52%	2.52%	2.89%	2.81%
Expected volatility minimum	36.40%	36.40%	32.30%	23.41%
Expected volatility maximum	40.10%	40.10%	33.90%	24.02%
Share Price \| $ / shares		$ 551,040					$ 416,194		$ 226,756
Share-based Payment Arrangement, Disclosure [Abstract]
Share based compensation Aggregate of registered capital \| shares									150,000,000
Share based compensation Aggregate of registered capital in percent									15.00%
Options vesting rights description	The vesting period is 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.	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.
Maximum contractual term				10 years
Share-based payment award, maximum employee subscription rate					0.7611%	0.4208%		0.1484%	7.50%
Shared compensation expense \| ¥	¥ 150,793		¥ 115,519	¥ 5,726
Repurchase share price average period	3 years	3 years
Expected volatility average period	3 years	3 years

Acquisition (Tables)

12 Months Ended

Dec. 31, 2021

Significant acquisition and equity transactions

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


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

Total consideration transferred		2,950,000

Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents		175,822
Accounts 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


	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

Schedule of Business Acquisitions, by Acquisition [Table Text Block]


	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

Leases - Balance sheet information relating to lease (Details) ¥ in Thousands, $ in Thousands	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)
Assets and Liabilities, Lessee [Abstract]
ROU assets	¥ 1,148,322	$ 180,197	¥ 1,580,763
Operating lease liabilities—current	284,659	44,669	299,791
Operating lease liabilities—non-current	¥ 952,813	$ 149,517	¥ 1,360,946
Weighted-average remaining lease term	6 years 11 months 8 days	6 years 11 months 8 days	7 years 18 days
Weight-average discount rate	4.87%	4.87%	4.87%

Other receivables and prepayments, net

12 Months Ended

Dec. 31, 2021

Other receivables and prepayments, net

Other receivables and prepayments, net

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

Employee retirement benefit (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Employee retirement benefit
Contributions and accruals to employee retirement benefit plan	¥ 344,324	¥ 262,200	¥ 558,775

Other receivables and prepayments, net (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2021 USD ($)
VAT and EIT recoverable	¥ 747,377	¥ 919,849
Deposits	213,921	189,904
Interest receivable	174,688	38,372
Prepayment to suppliers related to procurement activities of goods and services	385,805	608,229
Prepaid expense	63,918	55,131
Loans to third parties	517,200	378,752
Others	255,244	143,845
Advances to suppliers related to financing activities	1,002	5,053
Subtotal	2,359,155	2,339,135
Allowance for doubtful accounts:
Balance at beginning of the year	(52,776)	(33,888)
Write-offs	3,598	9,686
(Provision)/Reversal	16,889	(27,563)
Balance at end of the year	(32,289)	(52,776)
Total	2,326,866	2,286,359	$ 365,136
Other receivables and prepayments, net
Allowance for doubtful accounts:
Adoption of Topic 326(Note 2(ad))	¥ 0	¥ (1,011)

Segment information (Tables)

12 Months Ended

Dec. 31, 2021

Segment information

Summary of operating segment results

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

Notes:

(a)

(b)

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

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

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

Schedule of interest income and expenses

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

Schedule of information about segment assets


	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

Schedule of revenues from different product groups and services


	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

Other receivables and prepayments, net (Tables)

12 Months Ended

Dec. 31, 2021

Other receivables and prepayments, net

Schedule of components of 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

Distribution of profit

12 Months Ended

Dec. 31, 2021

Distribution of profit

Distribution of profit

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

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.

Accrued expenses and other current liabilities

12 Months Ended

Dec. 31, 2021

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities

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)

E-commerce

Retail Imports.

(b)

(c)

The Group offers online customers with an unconditional right of return for a period of 7

Land use rights, net

12 Months Ended

Dec. 31, 2021

Land use rights, net

Land use rights, net

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.

Property and equipment, net

12 Months Ended

Dec. 31, 2021

Property and equipment, net

Property and equipment, net

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

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.

Commitments and contingencies (Details) ¥ in Thousands, $ in Millions		12 Months Ended
	Oct. 31, 2019 CNY (¥)	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)
Capital commitment
Commitment capital expenditures		¥ 765,700		¥ 1,255,703
Other commitments
Purchase services from related partner		127,500	$ 20.0	¥ 261,000	$ 40.0
Amount contributed to investee	¥ 480,000	141,600
Remaining commitment equity method investment	¥ 1,520,000	85,800
Equity Method Investment, Ownership Percentage	17.00%
Equity investments without readily determinable fair value
Other commitments
Amount contributed to investee		102,100
Remaining commitment equity method investment		¥ 103,500

Share-based payments (Details) $ / shares in Units, $ in Thousands	1 Months Ended							12 Months Ended
	Jun. 30, 2021	Jan. 31, 2020 ¥ / shares shares	Jan. 31, 2020 $ / shares shares	Dec. 31, 2018 USD ($) ¥ / shares $ / shares shares	Dec. 31, 2018 USD ($) $ / shares shares	Jan. 31, 2017 ¥ / shares shares	Jan. 31, 2017 $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) $ / shares shares	Dec. 31, 2012 shares	Jul. 31, 2014 shares	Mar. 31, 2011 shares
Share-based Payments
Maximum period of authorized leave of absence after which vesting shall be suspended									90 days
Assumptions used in valuation of the fair value of the share options
Exercise multiples									2.80
Options outstanding
Outstanding at the beginning of the period (in shares)		2,295,791	2,295,791					7,488,400	2,295,791	2,381,497
Granted (in shares)		5,363,788	5,363,788						5,363,788
Exercised (in shares)								(1,646,137)	(157,429)	(85,706)
Forfeited (in shares)								(35,572)	(13,750)
Outstanding at the end of the period (in shares)				2,381,497	2,381,497			5,806,691	7,488,400	2,295,791	2,381,497
Non-vested at the end of the period (in shares)								3,650,356
Options vested and expected to vest at the end of the period (in shares)								5,806,691
Exercisable at the end of the period (in shares)								2,156,335
Weighted average exercise price per share
Outstanding at the beginning of the period (in dollars per share) \| $ / shares			$ 27.59					$ 56.28	$ 27.59	$ 26.61
Granted (in dollars per share) \| $ / shares									66.85
Exercised (in dollars per share) \| $ / shares								39.01	0.84	0.50
Forfeited (in dollars per share) \| $ / shares								2.60	94.65
Outstanding at the end of the period (in dollars per share) \| $ / shares					$ 26.61			61.51	$ 56.28	$ 27.59	$ 26.61
Option vested and expected to vest at the end of the period (in dollars per share) \| $ / shares								61.51
Exercisable at the end of the period (in dollars per share) \| $ / shares								$ 52.48
Weighted average remaining contractual years to expiry per share
Granted									9 years
Exercised	6 months 18 days								3 months 29 days	1 year 2 months 15 days
Forfeited								0 years	1 year
Outstanding at the end of the period								7 years 3 months 14 days	6 years 9 months 7 days	2 years 1 month 2 days	3 years 18 days
Options vested and expected to vest at the end of the period								7 years 3 months 14 days
Exercisable at the end of the period								6 years 29 days
Weighted average fair value at grant date
Options Weighted average fair value at grant date \| $ / shares				$ 17.76	$ 17.76			$ 41.09	$ 37.55	$ 18.31	$ 17.76
Options vested and expected to vest as of December 31, 2019								41.09
Exercisable at the end of the period (in dollars per share) \| $ / shares								$ 34.86
Weighted average intrinsic value per option
Weighted average intrinsic value per option \| $ / shares								(19.51)	$ 84.27	$ 43.26	$ 27.98
Vested and expected to vest at the end of the period (in dollars per share) \| $ / shares								(19.51)
Exercisable at the end of the period (in dollars per share) \| $ / shares								$ (10.48)
Aggregate intrinsic value
Options vested and expected to vest at the end of the period \| $								$ (113,305,854)
Exercisable at the end of the period \| $								(22,598,391)
Aggregate intrinsic value \| $				$ 66,644,636	$ 66,644,636			$ (113,305,854)	$ 631,047,468	$ 99,318,793	$ 66,644,636
Binomial model
Assumptions used in valuation of the fair value of the share options
Expected dividend yield (as a percent)									0.00%
Risk-free interest rate (as a percent)									2.08%
Expected volatility (as a percent)									59.41%
Expected life									10 years
Weighted average fair value of underlying ordinary shares \| $ / shares									$ 44.77
Minimum
Share-based Payments
Expiration period from grant date								5 years
Post-termination exercise period								3 months
Maximum
Share-based Payments
Expiration period from grant date								10 years
Post-termination exercise period									9 months
Employees \| Binomial model
Share-based Payments
Estimated forfeiture rate (as a percent)								29.00%	28.00%	25.00%
Share option
Options outstanding
Granted (in shares)				660,000	660,000
Weighted average exercise price per share
Exercised (in dollars per share) \| (per share)				$ 180.83	$ 26.30
Class A ordinary shares
Options outstanding
Exercised (in shares)								(1,646,137)	(157,429)	(85,706)
2011 Plan \| Class A ordinary shares
Share-based Payments
Number of ordinary shares authorized as stock based compensation														7,350,000
2012 Stock Incentive Plan
Share-based Payments
Maximum aggregate number of shares that may be issued per calendar year												1,500,000
2012 Stock Incentive Plan \| Restricted shares \| Employees
Share-based Payments
Estimated forfeiture rate (as a percent)								29.00%	28.00%	25.00%
2012 Stock Incentive Plan \| Class A ordinary shares
Share-based Payments
Number of ordinary shares authorized as stock based compensation												9,000,000
2014 Plan
Share-based Payments
Automatic increase of authorized ordinary shares													1.50%
Weighted average exercise price per share
Granted (in dollars per share) \| (per share)		¥ 453.88	$ 66.85
2014 Plan \| Senior management
Weighted average exercise price per share
Exercised (in dollars per share) \| (per share)						¥ 444.71	$ 68.35
2014 Plan \| Share option \| Senior management
Options outstanding
Granted (in shares)						1,320,000	1,320,000
2014 Plan \| Restricted shares \| Senior management
Options outstanding
Granted (in shares)						900,000	900,000
2014 Plan \| Class A ordinary shares
Share-based Payments
Number of ordinary shares authorized as stock based compensation													5,366,998

CONSOLIDATED STATEMENTS OF CASH FLOWS ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)
Cash flows from operating activities:
Net income	¥ 4,692,874	$ 736,414	¥ 5,919,356	¥ 3,986,433
Adjustments to reconcile net income to net cash by operating activities:
Provision for (reversal of) allowance for doubtful accounts	(17,118)	(2,686)	(9,131)	229,531
Inventory write-down	35,346	5,547	554,850	347,498
Depreciation of property and equipment	1,096,971	172,139	970,083	830,368
Amortization of deferred income	(39,192)	(6,150)	(27,351)	(23,186)
Impairment of long-lived assets	61,922	9,717	47,022	537,579
Amortization of intangible assets	12,078	1,895	36,539	15,757
Amortization of land use rights	150,500	23,614	132,657	104,381
Deferred tax assets	(131,756)	(20,675)	(66,259)	(99,538)
Deferred tax liabilities	(20,260)	(3,179)	(37,364)	68,866
Loss on disposal of property and equipment and land use rights	5,691	893	7,752	14,404
Share based compensation expenses	1,010,013	158,493	951,048	688,083
Share of income of equity method investees	(42,303)	(6,638)	(30,015)	(27,182)
Impairment loss of other investments	378,989	59,472		127,589
Impairment loss of equity method investees	35,791	5,616	43,160
Goodwill impairment loss	0		0	278,263
Investment (gain) loss and revaluation of investments	64,577	10,134	(293,140)	(165,731)
Loss (gain) on disposal of subsidiaries	(189,142)	(29,681)	(48,626)	11,323
Gain on disposal of equity method investees	0	0	(57,629)
(Gain) loss on disposal of other investments	355	56	(351,863)
Noncash lease expense	326,532	51,240	403,875	325,245
Changes in operating assets and liabilities:
Accounts receivable	(88,049)	(13,817)	988,109	4,165,302
Amounts due from related parties	5,188	814	(6,493)	12,682
Other receivables and prepayments	172,448	27,061	727,406	936,509
Other long-term assets	(24,584)	(3,858)
Interest receivables on short-term investments	(42,618)	(6,688)	(58,719)	(11,621)
Inventories	917,384	143,957	(527,198)	(2,625,892)
Dividends received from equity method investees	54,235	8,511	114,579	13,147
Accounts payable	(1,941,657)	(304,688)	1,386,900	1,681,114
Advances from customers	269,890	42,352	262,824	(282,764)
Accrued expenses and other current liabilities	263,960	41,421	1,268,114	1,148,730
Amounts due to related parties	(25,200)	(3,954)	(60,644)	282,261
Deferred income	67,939	10,661	(54,186)	27,904
Operating lease liabilities	(316,141)	(49,611)	(365,212)	(306,872)
Net cash generated from operating activities	6,744,644	1,058,382	11,820,444	12,290,183
Cash flows from investing activities:
Purchases of property and equipment	(2,732,399)	(428,773)	(2,237,257)	(3,303,176)
Purchases of land use rights	(846,246)	(132,794)	(34,638)	(974,497)
Government subsidies received for land use rights	96,365	15,122	205,554	220,720
Proceed from disposal of property and equipment and land use rights	395,077	61,996	305,417	33,442
Purchases of other assets				(3,271,105)
Purchases of short-term investments	(8,549,180)	(1,341,553)	(14,349,500)
Redemption of short-term investments upon maturities	10,450,180	1,639,861	9,626,105	2,500,340
Investments in equity method investees and other investments	(760,154)	(119,285)	(1,601,915)	(605,933)
Proceed from disposal of investments	63,826	10,016	1,053,722
Payment for acquisition, net of cash acquired of nil, RMB175,822 and RMB183,025 in 2018, 2019 and 2020, respectively	(148,809)	(23,351)	(569,425)	(2,749,178)
Deposit paid for other investments	(228,571)	(35,868)
Cash paid for loan originations	(262,275)	(41,157)	(819,767)	(2,762,052)
Cash received for disposal of subsidiaries	600,458	94,225	562,791
Cash received from loan repayments	135,662	21,288	1,117,786	2,670,549
Other investing activities	(540,423)	(84,803)	46,084	330
Net cash used in investing activities	(2,326,489)	(365,076)	(6,695,043)	(8,240,560)
Cash flows from financing activities:
Proceeds from bank and other borrowings	4,068,888	638,497	2,544,445	1,819,380
Repayment to bank and other borrowings	(3,124,583)	(490,315)	(2,689,972)	(2,605,503)
Proceeds from equity method investees	40,800	6,402	63,830
Repayment to equity method investees	(30,600)	(4,801)	(6,470)	(260,203)
Borrowing from non-controlling interests shareholders	70,000	10,985
Capital contributions from non-controlling interests shareholders	461,148	72,364	122,613	107,950
Repurchase of ordinary shares	(1,938,800)	(304,240)
Acquisition of non-controlling interests	(7,374)	(1,157)	(41,167)	(25,375)
Dividend distribution to non-controlling interest shareholders	(18,083)	(2,838)	(12,496)
Redemption of convertible senior notes			0	(4,220,841)
Proceeds from issuance of securitization debt				297
Repayment of securitization debt			0	(969,000)
Proceeds from issuance of ordinary shares upon exercise of share options	419,814	65,878	895
Deferred settlement of acquisition of subsidiaries				(103,405)
Deferred settlement on purchase of equity method investees and other investments			(2,517)
Net cash (used in) provided by financing activities	(58,788)	(9,225)	(20,839)	(6,256,700)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	581	90	(12,526)	(112,110)
Net (decrease) increase in cash, cash equivalents and restricted cash	4,359,948	684,171	5,092,036	(2,319,187)
Cash, cash equivalents and restricted cash at beginning of the year	12,811,321	2,010,376	7,719,285	10,038,472
Cash, cash equivalents and restricted cash at end of the year	17,171,269	2,694,547	12,811,321	7,719,285
Reconciliation in amounts on the consolidated balance sheets:
Cash and cash equivalents	16,297,410		11,995,415	6,573,808
Restricted cash	873,859		815,906	1,145,477
Total cash, cash equivalents and restricted cash at end of the year	17,171,269		12,811,321	7,719,285
Supplemental disclosures of cash flow information:
Interest paid, net of amount capitalized	13,766	2,160	67,357	86,004
Income tax paid	1,360,721	213,527	1,136,012	818,153
Supplemental disclosure of non-cash activities:
Conversion of receivables due from the Group as additional capital contribution made by non-controlling interests shareholders (Note 21)	0	0	62,518
Reclassification of land use rights to assets held for sale	0	0	299,319
Reclassification of property and equipment to assets held for sale	0	0	109,429
Settlement of loan to an equity method investee by delivery of inventories(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	¥ 163,620	$ 25,676	¥ 696,883	¥ 2,071,948

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

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	%

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

Earnings per share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings per share

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

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


	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

Accounts receivable, net (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2021 USD ($)
Accounts receivable, net
Subtotal	¥ 494,093		¥ 354,490
Allowance for doubtful accounts:
Balance at beginning of the year	(52,776)		(33,888)
Reversal/(Provision)	17,118	$ 2,686	9,131	¥ (229,531)
Balance at end of the year	(32,289)		(52,776)	(33,888)
Total	459,128		334,529		$ 72,047
Trade Accounts Receivable
Allowance for doubtful accounts:
Balance at beginning of the year	(19,961)		(111,778)
Adoption of Topic 326(Note 2(ad))	0		(64,794)
Write-offs/(Collected)	(11,788)		130,998
Reversal/(Provision)	3,216		25,613
Balance at end of the year	(34,965)		(19,961)	¥ (111,778)
Other trade receivables
Accounts receivable, net
Subtotal	2,482		36,341
Others
Accounts receivable, net
Subtotal	33,332		29,008
Receivables for logistics and warehousing services rendered
Accounts receivable, net
Subtotal	233,457		133,367
Receivables from payment platform
Accounts receivable, net
Subtotal	¥ 224,822		¥ 155,774

Acquisition - Shan Shan Outlets (Details) ¥ in Thousands, $ in Thousands	6 Months Ended	12 Months Ended
	Dec. 31, 2019 CNY (¥)	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Jul. 10, 2019
Consideration:
Consideration payable		¥ 1,255,895
Total consideration transferred		1,803,345
Recognized amounts of identifiable assets acquired and liabilities assumed:
Non-controlling interests		(228,162)
Goodwill		589,165	$ 92,453	¥ 593,662
Business Combination Consideration		1,803,345
Goodwill		589,165	$ 92,453	¥ 593,662
Shan Shan Outlets [Member]
Consideration:
Cash		2,925,000
Consideration payable		25,000
Total consideration transferred	¥ 2,950,000	2,950,000
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents		175,822
Accounts receivables		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		51,252
Property and equipment		461,408
Land use rights		837,160
Construction in progress		207,707
Investments in equity method investees		2,322,375
Total assets acquired		4,683,750
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
Total consideration		2,950,000
Percentage of equity interest acquired					100.00%
Business Combination Consideration	2,950,000	2,950,000
Business combination revenue from acquiree	245,800
Goodwill		¥ 158,924
Business combination net income loss from acquiree	¥ 31,500
Shan Shan Outlets [Member] \| Minimum
Recognized amounts of identifiable assets acquired and liabilities assumed:
Weighted average amortization period at the acquisition date, Property and equipment,net		14 years
Weighted average amortization period at the acquisition date,Land use rights,net		30 years
Shan Shan Outlets [Member] \| Maximum
Recognized amounts of identifiable assets acquired and liabilities assumed:
Weighted average amortization period at the acquisition date, Property and equipment,net		20 years
Weighted average amortization period at the acquisition date,Land use rights,net		40 years

Other long-term assets, net

12 Months Ended

Dec. 31, 2021

Other long-term assets

Other long-term assets

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)

(b)

Leases - Summary of cash flow payments of lease (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	¥ 397,927	¥ 445,614

Summary of Significant Accounting Policies (Details) ¥ in Thousands, impression in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥) impression	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2021 USD ($) impression	Jan. 01, 2021 CNY (¥)	Jan. 01, 2020 CNY (¥)
Financial position of the VIE
Total assets	¥ 62,287,541		¥ 58,940,814		$ 9,774,275
Current liabilities:
Total current liabilities	(25,771,017)		(26,568,948)		(4,044,036)
Total liabilities	(28,459,225)		(29,555,025)		(4,465,875)
Results of operation of the VIE
Net revenues	117,059,678	$ 18,369,218	101,858,489	¥ 92,994,418
Total operating expenses	(18,448,714)	(2,895,007)	(16,133,077)	(16,552,267)
Net (loss) Income	(4,692,874)	(736,414)	(5,919,356)	(3,986,433)
Net cash provided by operating activities	6,744,644	1,058,382	11,820,444	12,290,183
Net cash (used in) provided by investing activities	(2,326,489)	(365,076)	(6,695,043)	(8,240,560)
Net cash used in financing activities	(58,788)	$ (9,225)	(20,839)	(6,256,700)
Accounts receivable, net
Goodwill impairment loss	0		0	278,263
Operating Lease Right Of Use Asset	1,148,322		1,580,763		$ 180,197
Operating Lease Liability	1,237,472
Deferred income	¥ 2,369,400		1,949,000
Period of unconditional right of return	7 days	7 days
Amount of unfulfilled performance obligations	¥ 1,618,800		1,380,000
Amount of contract assets balance	294,251		213,591
Retained Earnings (Accumulated Deficit)	2,369,400		1,949,000
Net revenues	¥ 117,059,678	$ 18,369,218	¥ 101,858,489	92,994,418
Number of impressions used as a basis \| impression	1,000				1,000
Contract with customer, refund liability	¥ 369,900					¥ 272,000
ASU 2016-02
Accounts receivable, net
Operating Lease Right Of Use Asset	451,390
Operating Lease Liability	¥ 451,390
Logistic Business [Member]
Accounts receivable, net
Goodwill impairment loss				¥ 278,263
Maximum
Accounts receivable, net
Extension of loan period	24 months	24 months
Minimum
Accounts receivable, net
Extension of loan period	3 months	3 months
Minimum \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| No Customer [Member]
Accounts receivable, net
Concentration risk, percentage	10.00%	10.00%	10.00%	10.00%
Minimum \| Purchase Benchmark [Member] \| Supplier Concentration Risk [Member] \| No Supplier [Member]
Accounts receivable, net
Concentration risk, percentage	10.00%	10.00%	10.00%	10.00%
Service [Member]
Results of operation of the VIE
Net revenues	¥ 3,960,000		¥ 4,710,000	¥ 4,190,000
Accounts receivable, net
Net revenues	3,960,000		4,710,000	4,190,000
Lease [Member]
Results of operation of the VIE
Net revenues	1,090,000		79,200	445,000
Accounts receivable, net
Net revenues	1,090,000		79,200	445,000
Reward Points [Member]
Accounts receivable, net
Amount of unfulfilled performance obligations	380,700		297,000
Cumulative Effect, Period of Adoption, Adjustment [Member]
Accounts receivable, net
Deferred income							¥ 90,770
Retained Earnings (Accumulated Deficit)							¥ 90,770
Consolidated VIEs and VIEs subsidiaries
Financial position of the VIE
Total assets	5,758,094		4,792,049
Current liabilities:
Total current liabilities	(3,368,308)		(3,335,367)
Total liabilities	(3,397,698)		(3,371,662)
Results of operation of the VIE
Net revenues	3,001,552		2,320,227	3,613,683
Total operating expenses	(1,369,792)		(658,336)	(6,095,095)
Net (loss) Income	1,145,331		1,663,675	(2,206,270)
Net cash provided by operating activities	1,110,253		1,900,300	4,807,929
Net cash (used in) provided by investing activities	(329,498)		1,243,614	(2,206,121)
Net cash used in financing activities	(7,374)		0	(13,125)
Accounts receivable, net
Net revenues	¥ 3,001,552		¥ 2,320,227	¥ 3,613,683
Vipshop E-Commerce \| Mr. Shen
Principles of consolidation
Equity interest (as a percent)	66.67%				66.67%
Vipshop E-Commerce \| Mr. Arthur Xiaobo Hong
Principles of consolidation
Equity interest (as a percent)	33.33%				33.33%

Acquisition - Fair Value of Assets Acquired and Liabilities Assumed (Details) ¥ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥)
Consideration:
Cash	¥ 547,450
Fair value of the Group's existing equity interests at the time of acquisition	1,255,895
Total consideration transferred	1,803,345
Recognized amounts of identifiable assets acquired and liabilities assumed:
Non-controlling interests	(228,162)
Goodwill	406,951
Ningbo Shanjing and Harbin Shan Shan Chunxiaqiudong Properties Co Ltd [Member]
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	172,455
Accounts receivable	11,906
Inventories	390
Other receivables and prepayments	21,158
Property and equipment	1,680,199
Land use rights	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

Accrued expenses and other current liabilities (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)
Business Acquisition [Line Items]
Accrued advertising expense	¥ 1,244,782		¥ 1,529,746
Accrued shipping and handling expenses	1,438,818		1,597,573
Accrued payroll and social benefits	662,376		581,769
Deposits from vendors	508,298		397,018
Income tax payables	662,331		673,282
Other tax payables (Note a)	689,681		691,919
Accrued rental expenses	116,167		113,773
Accrued administrative expenses	470,494		378,536
Amounts received on behalf of third-party merchants (Note b)	1,197,209		1,175,618
Refund liability (Note c)	369,853		271,732
Others	298,668		286,030
Total	¥ 7,658,677	$ 1,201,814	¥ 7,696,996
Period of unconditional right of return	7 days

Schedule I-Condensed Financial Information

12 Months Ended

Dec. 31, 2021

Schedule I-Condensed Financial Information

Schedule I-Condensed Financial Information

VIPSHOP HOLDINGS LIMITED

Schedule I—Condensed Financial Information of the Parent Company

Statements of Income and Comprehensive Income

(All amounts in thousands)


	Year ended December 31,
	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

VIPSHOP HOLDINGS LIMITED

Schedule I—Condensed Financial Information of the Parent Company

Balance Sheets

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


	As of December 31,
	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

VIPSHOP HOLDINGS LIMITED

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

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.

Earnings per share

12 Months Ended

Dec. 31, 2021

Earnings per share

Earnings per share

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.

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


	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.

Land use rights, net (Tables)

12 Months Ended

Dec. 31, 2021

Land use rights, net

Schedule of 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

Share-based payments

12 Months Ended

Dec. 31, 2021

Share-based payments

Share-based payments

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.

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.

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.

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.

(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.

(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.

(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	)

Accounts receivable, net (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of components of accounts receivable, 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

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.

Summary of significant accounting policies

12 Months Ended

Dec. 31, 2021

Summary of significant accounting policies

Summary of significant accounting policies

2.	Summary of significant accounting policies

(a)

Basis of presentation

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

(b)

Principles of consolidation

E-Commerce

Co., Ltd. (“Vipshop

E-Commerce”)

and shareholders of Vipshop

E-Commerce;

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

Equity Interest Pledge Agreements

Exclusive Option Agreement

Power of Attorney Agreements

Exclusive Business Cooperation Agreement

Loan Agreement

Vipshop

E-Commerce

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

•

E-commerce,

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

E-commerce,

•

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

non-compliance

by the VIEs or their equity holders;

•


	As of December 31,
	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


	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	)

(c)

Use of 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.

(g)

Inventories

(h)

Accounts receivables, net

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

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.

(j)

Other receivables and prepayments, net

(k)

Property and equipment, net


		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

(l)

Land use rights, net

(m)

Intangible assets, net

Acquired intangible assets mainly consist of trademarks and payment license acquired from third parties and from business combination.

Trademarks purchased from third parties are initially recorded at cost and amortized on a straight-line basis over the estimated economic lives.

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 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.

Equity investment with

readily determinable fair value

(o)

Impairment of long-lived assets

(p)

Goodwill

Prior to January 1, 2020, the Group performed a

two-step

reporting unit and their carrying amounts will be recorded. Starting from January 1, 2020, the Group adopted ASU

2017-04,

year-end

impairment has been recorded for the years ended December 31 2020 and 2021.

(q)

Business combinations and

non-controlling

interests

non-controlling

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

non-controlling

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

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

non-controlling

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

non-lease

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

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

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.

non-current,

respectively, in the consolidated balance sheets.

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

From the Perspective of Lessor

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

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.

(s)

Revenue recognition

Product revenue recognition

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.

Return rights

The Group offers online sales customers with an unconditional right of return for a period of 7

Other revenues

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).

Revenue from logistic services are recognized at the point of time upon completion of the performance of services.

Membership reward program

Remaining performance obligations

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

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.

RMB1,949.0 million and RMB2,369.4 million, included in advances from customers, deferred income and accrued expenses and other current liabilities.

(t)

Cost of revenues

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.

(u)

Fulfilment expenses

(v)

Marketing expenses

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

(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

(y)

Foreign currency transactions and translations

The value of RMB is subject to changes

(z)

Convenience translation

, 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

(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

(ac)

Comprehensive income (loss)

(ad)

Concentration and risks

Concentration of customers and suppliers

Concentration of credit risk

On January 1, 2020, the Group adopted ASU

2016-13

using the modified retrospective transition method. ASU

2016-13

(ae)

Fair value of financial instruments

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


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

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

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

The Group measures its equity investment with readily determinable fair value at its quoted price in active markets.

(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

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

As the quantity and terms of the equity instruments issued to

non-employees

(ag)

Earnings per share

(ah)

Treasury shares

paid-in

capital” when it is

re-issued

for the purpose of share options exercised and share awards.

(ai)

Segment reporting

(aj)

Recent accounting pronouncements

Recently adopted accounting pronouncement

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 .”

2021-08

will have on its future consolidated financial statements.

Non-controlling interests - Schedule Of Non-controlling Interest (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)
Noncontrolling Interest [Line Items]
Beginning balance	¥ 888,055
Net loss attributable to non-controlling interests	11,801	$ 1,852	¥ 12,399	¥ (30,399)
Acquisition of additional equity interests in subsidiaries	(15,082)		(41,167)	(26,897)
Dividend distribution to non-controlling interests holders	(18,083)		(12,496)
Disposal of a subsidiary			(2,463)
Capital contribution from non-controlling interests shareholders	461,148		185,131	107,950
Non-controlling interests arising from the acquisition			346,647	314,537
Ending balance	1,195,418	$ 187,587	888,055
Non-controlling interests
Noncontrolling Interest [Line Items]
Beginning balance	888,055		422,541
Net loss attributable to non-controlling interests	11,801		12,399
Acquisition of additional equity interests in subsidiaries	2,968		(19,853)	(16,400)
Dividend distribution to non-controlling interests holders	(18,083)		(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	310,677		141,983	107,950
Non-controlling interests arising from the acquisition			346,647	314,537
Ending balance	¥ 1,195,418		¥ 888,055	¥ 422,541