[FORM 20-F (Mark One) o OR ý For the fiscal year ended December 31, 2014. OR o OR o Date of event requiring this shell company report For the transition period from to Vipshop Holdings Limited N/A Cayman Islands (Jurisdiction of incorporation or organization) No. 20 Huahai Street, Donghao Yang (Name, Telephone, Email and/or Facsimile number and Address of Company] [Execution Version VIPSHOP HOLDINGS LIMITED and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee 1.50% CONVERTIBLE SENIOR NOTES DUE 2019 SECOND SUPPLEMENTAL INDENTURE Dated as of to INDENTURE Dated as of Table of Contents Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Relation to Indenture 1 Section 1.02 Definitions 1] [Vipshop Holdings Limited List of Significant Consolidated Entities Name Jurisdiction of Significant Subsidiaries: Vipshop International Holdings Limited Hong Kong Vipshop (China) Co., Ltd. PRC Vipshop (Kunshan) E-Commerce Co., Ltd. PRC Vipshop (Jianyang) E-Commerce Co., Ltd. PRC Vipshop (Tianjin) E-Commerce Co., Ltd. PRC Guangzhou Pinwei Software Co., Ltd. PRC Vipshop (Zhuhai) E-Commerce Co., Ltd. PRC Vipshop (Hubei) E-Commerce Co., Ltd. PRC] [Certification by the Chief Executive Officer I, Eric Ya Shen, certify that: 1. I have reviewed this annual report on Form 20-F of Vipshop Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Financial Officer I, Donghao Yang, certify that: 1. I have reviewed this annual report on Form 20-F of Vipshop Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Eric Ya Shen Chief Executive Officer EX-13.1 6 a2222963zex-13_1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Donghao Yang Chief Financial Officer EX-13.2 7 a2222963zex-13_2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements (No. 333-181559 and No. 333-199515) on Form S-8 and in Registration Statement (No. 333-194472) on Form F-3, of our reports dated April 24, 2015, relating to the consolidated financial statements and financial statement schedule of Vipshop Holdings Limited and its subsidiaries (the “Group”),] [HAN KUN LAW OFFICES Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China TEL: (86 10) 8525-5500 ; FAX: (86 10) 852 5-5511/ 5522 VIPSHOP HOLDINGS LIMITED No. 20 Huahai Street, Liwan District, Guangzhou 510370 The People’s Republic of China Dear Sir/Madam : Yours Sincerely, HAN KUN LAW OFFICES EX-15.2 9 a2222963zex-15_2.htm] [Office: +852 2801 6066 Mobile: +852 6621 8994 rthorp@traversthorpalberga.com Vipshop Holdings Limited No. 20 Huahai Street, Liwan District, Guangzhou 510370 The People’s Republic of China 24 April 2015 Dear Sirs Re: Vipshop Holdings Limited Yours faithfully TRAVERS THORP ALBERGA EX-15.3 10 a2222963zex-15_3.htm EX-15.3]