As filed with the Securities and Exchange Commission on May 22, 2023

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VIPSHOP HOLDINGS LIMITED

(Exact Name of Registrant as Specified in Its Charter)

Vipshop Headquarters, 128 Dingxin Road

Haizhu District, Guangzhou 510220

People’s Republic of China

(Address, Including Zip Code, of Principal Executive Offices)

Vipshop Holdings Limited 2014 Share Incentive Plan

(Full Title of the Plan)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(800) 221-0102

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”).   ☐

Copies to:

EXPLANATORY NOTE

This registration statement on Form S-8 is being filed by Vipshop Holdings Limited (the “Registrant”) to register additional Class A ordinary shares of the Registrant issuable pursuant to the 2014 Share Incentive Plan of the Registrant (the “2014 Plan”) and consists of only those items required by General Instruction E to Form S-8. Pursuant to certain provisions of the 2014 Plan (referred to as the “evergreen provisions”), the number of Class A ordinary shares that are available for award grant purposes under the 2014 Plan is automatically increased each year in accordance with a formula set forth in the 2014 Plan. The additional securities registered hereby consist of 5,830,632 Class A ordinary shares that were automatically added to the then maximum aggregate number of shares issuable pursuant to the 2014 Plan, effective January 1, 2021, January 1, 2022, and January 1, 2023, pursuant to the 2014 Plan’s evergreen provisions, on top of the Class A ordinary shares registered by the registration statements on Form S-8 (File No. 333-199515, File No. 333-222218, and File No. 333-248504) filed with the Securities and Exchange Commission (the “Commission”) on October 22, 2014, December 21, 2017, and August 31, 2020, respectively (the “Prior Registration Statements”).

In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference, except as otherwise set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement, which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.

See the Exhibit Index included herein.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Guangzhou, People’s Republic of China, on May 22, 2023.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Eric Ya Shen and Arthur Xiaobo Hong, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on May 22, 2023.

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Vipshop Holdings Limited, has signed this registration statement or amendment thereto in New York, New York, the United States on May 22, 2023.

Exhibit 5.1

Office:  +852 2801 6066

Mobile: +852 9718 8740

Email:   rthorp@tta.lawyer

128 Dingxin Road

Haizhu District, Guangzhou 510220

The People’s Republic of China

22 May 2023

Dear Sirs

Vipshop Holdings Limited

We have examined the Registration Statement on Form S-8 to be filed by Vipshop Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (the “Registrant”), with the Securities and Exchange Commission (the “Registration Statement”), relating to the registration under the Securities Act of 1933, as amended, of an additional amount of 5,830,632 Class A ordinary shares that were automatically added to the then maximum aggregate number of shares issuable pursuant to the 2014 Share Incentive Plan adopted on 1 July 2014 (the “Plan”), effective 1 January 2021, 1 January 2022, and 1 January 2023, pursuant to the Plan’s evergreen provisions.

As Cayman Islands counsel to the Registrant, we have examined the corporate authorisations of the Registrant in connection with the Plan and the issue of the Shares by the Registrant and have assumed that the Shares will be issued in accordance with the Plan and the board resolutions authorizing the issue dated 1 July 2014 and the minutes of a meeting of the shareholders dated 15 September 2014 pursuant to which the shareholders of the Company resolved that all shares issued under the Plan shall be class A ordinary shares of the Company.

It is our opinion that the Shares to be issued by the Registrant have been duly and validly authorised, and when issued, sold and paid for in the manner described in the Plan and in accordance with the relevant resolutions adopted by the Board of Directors of the Registrant (or any committee to whom the Board of Directors have delegated their powers with respect to administration of the Plan) and when appropriate entries have been made in the Register of Members of the Registrant, will be legally issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto.

Yours faithfully

/s/ TRAVERS THORP ALBERGA

TRAVERS THORP ALBERGA

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated April 19, 2023, relating to the financial statements and the financial statement schedule of Vipshop Holdings Limited and the effectiveness of Vipshop Holdings Limited’s internal control over financial reporting appearing in the annual report on Form 20-F of Vipshop Holdings Limited for the year ended December 31, 2022.

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Vipshop Holdings Limited

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities