[The selling shareholders, including some of our directors and executive officers, are offering 1,140,000 ADSs by this prospectus supplement and the accompanying prospectus dated March 10, 2014. Each ADS represents two ordinary shares, par value US$0.0001 per ordinary share. Investing in the ADSs involves risks. See "Risk Factors" beginning on page S-9 of this prospectus supplement and page 6 of]
[VIPSHOP HOLDINGS LIMITED 1,140,000 American Depositary Shares Representing 2,280,000 Ordinary Shares UNDERWRITING AGREEMENT [ ], 2014 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center, 2 Queens Road Central, Hong Kong and Deutsche Bank Securities Inc. 60 Wall Street, New York, NY 10005, Schedule A As Representatives of the Several Underwriters named in Ladies and Gentlemen: 1. Introductory Company Schedule] [VIPSHOP HOLDINGS LIMITED [ ]% Convertible Senior Notes due 2019 UNDERWRITING AGREEMENT [ ], 2014 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center, 2 Queens Road Central, Hong Kong and Deutsche Bank Securities Inc. 60 Wall Street, New York, NY 10005, Schedule A As Representatives of the Several Underwriters named in Ladies and Gentlemen: 1. Introductory Company Schedule A] [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE FIRM/AFFILIATE LOS ANGELES, CALIFORNIA 90071-3144 OFFICES BOSTON CHICAGO TEL: (213) 687-5000 HOUSTON FAX: (213) 687-5600 NEW YORK www.skadden.com PALO ALTO SAN FRANCISCO WILMINGTON] [Vipshop Holdings Limited Announces Proposed Offering of Convertible Senior Notes and Secondary GUANGZHOU, March 11, 2014 Vipshop Holdings Limited (NYSE: VIPS) (the Company), Chinas leading online discount retailer for brands, announced today the commencement of (i) a registered underwritten public offering by the Company of its convertible senior notes due 2019 (the Notes) and (ii) a registered underwritten public offering] [Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou Guangdong 510370 The Peoples Republic of China Form 20-F x Form 40-F o o o 2 Vipshop Holdings Limited]
[FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vipshop Holdings Limited Not Applicable Cayman Islands Not Applicable No. 20 Huahai Street, Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Donghao Yang Z. Julie Gao, Esq. Approximate date of commencement of proposed sale to the] [INDENTURE Dated as of [ ], 20[ ] Between VIPSHOP HOLDINGS LIMITED as Company and Deutsche Bank Trust Company Americas as Trustee DEBT SECURITIES CROSS-REFERENCE SHEET* Trust Indenture Act Section Indenture Section § 310(a) 11.04(a) (b) 11.04(b), 11.05 § 311 11.01(f) § 312(a) 10.03 (b)] [Office: +852 2801 6066 Mobile: +852 6621 8994 rthorp@traversthorpalberga.com Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The Peoples Republic of China 10 March 2014 Dear Sirs Vipshop Holdings Limited Company We have acted as Cayman Islands legal advisers to Vipshop Holdings Limited (the Registration Statement (the Commission Act Shares related to the offering and] [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE TEL: (212) 735-3000 March [10], 2014 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou, Guangdong 510370 The Peoples Republic of China Re: Vipshop Holdings Limited Registration Statement on Form F-3 Ladies and Gentlemen: In rendering the opinion stated herein, we have assumed that each series of Securities] [March 10, 2014 To: Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The Peoples Republic of China Dear Sirs or Madams, PRC China We are qualified lawyers of the Peoples Republic of China (the Company Offering Offered ADSs Ordinary Shares Registration Statement We act as the PRC counsel to Vipshop Holdings Limited (the A. Documents] [VIPSHOP HOLDINGS LIMITED Year ended December 31, 2009 2010 2011 2012 2013 $ $ $ $ $] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-3 of our report dated March 10, 2014 relating to the consolidated financial statements and financial statement schedule of Vipshop Holdings Limited (the Company) appearing in the Prospectus, which is part of this Registration Statement , including any supplements thereto. We also] [Shanghai iResearch Co., Ltd., China Rm 701, Building B, Zhongjin Building 333 North Caoxi Rd. Shanghai, 200030 Tel: 021-51082699 Fax: 021-51082699 http://www.iresearch.com.cn March 7 , 2014 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The Peoples Republic of China Vipshop Holdings Limited Re: Ladies and Gentlemen, We hereby consent to the references to our name and the] [FORM T-1 o o DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specified in its charter) NEW YORK 13-4941247 (Jurisdiction of Incorporation or (I.R.S. Employer organization if not a U.S. national bank) Identification no.) 60 WALL STREET NEW YORK, NEW YORK 10005 (Address of principal (Zip Code) executive offices)]
[FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vipshop Holdings Limited Not Applicable Cayman Islands Not Applicable No. 20 Huahai Street, Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Donghao Yang Z. Julie Gao, Esq. Approximate date of commencement of proposed sale to the] [INDENTURE Dated as of [ ], 20[ ] Between VIPSHOP HOLDINGS LIMITED as Company and Deutsche Bank Trust Company Americas as Trustee DEBT SECURITIES CROSS-REFERENCE SHEET* Trust Indenture Act Section Indenture Section § 310(a) 11.04(a) (b) 11.04(b), 11.05 § 311 11.01(f) § 312(a) 10.03 (b)] [Office: +852 2801 6066 Mobile: +852 6621 8994 rthorp@traversthorpalberga.com Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The Peoples Republic of China 10 March 2014 Dear Sirs Vipshop Holdings Limited Company We have acted as Cayman Islands legal advisers to Vipshop Holdings Limited (the Registration Statement (the Commission Act Shares related to the offering and] [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE TEL: (212) 735-3000 March [10], 2014 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou, Guangdong 510370 The Peoples Republic of China Re: Vipshop Holdings Limited Registration Statement on Form F-3 Ladies and Gentlemen: In rendering the opinion stated herein, we have assumed that each series of Securities] [March 10, 2014 To: Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The Peoples Republic of China Dear Sirs or Madams, PRC China We are qualified lawyers of the Peoples Republic of China (the Company Offering Offered ADSs Ordinary Shares Registration Statement We act as the PRC counsel to Vipshop Holdings Limited (the A. Documents] [VIPSHOP HOLDINGS LIMITED Year ended December 31, 2009 2010 2011 2012 2013 $ $ $ $ $] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-3 of our report dated March 10, 2014 relating to the consolidated financial statements and financial statement schedule of Vipshop Holdings Limited (the Company) appearing in the Prospectus, which is part of this Registration Statement , including any supplements thereto. We also] [Shanghai iResearch Co., Ltd., China Rm 701, Building B, Zhongjin Building 333 North Caoxi Rd. Shanghai, 200030 Tel: 021-51082699 Fax: 021-51082699 http://www.iresearch.com.cn March 7 , 2014 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The Peoples Republic of China Vipshop Holdings Limited Re: Ladies and Gentlemen, We hereby consent to the references to our name and the] [FORM T-1 o o DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly BANKERS TRUST COMPANY) (Exact name of trustee as specified in its charter) NEW YORK 13-4941247 (Jurisdiction of Incorporation or (I.R.S. Employer organization if not a U.S. national bank) Identification no.) 60 WALL STREET NEW YORK, NEW YORK 10005 (Address of principal (Zip Code) executive offices)]
[Vipshop Reports Unaudited Fourth Quarter and Full Year 2013 Financial Results 4Q13 Total Net Revenues Up 117.3% YOY to US$651.0 Million 4Q13 Gross Margin Increased to 24.5% 4Q13 Net Income Up 300.0% YoY to US$25.4 Million Conference Call to be Held at 8 :00 A M U.S. Eastern Time on March 4 , 2014 Guangzhou, China, March 3, 2014 ] [001-35454 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The Peoples Republic of China Form 20-F x Form 40-F o o o Vipshop Holdings Limited By :]
[Vipshop Acquires Minority Interest in Ovation This strategic investment provides Vipshop access to a consistent supply of Ovation branded cosmetic products, which are in high demand among our growing base of users, about 75% of whom are female. said Mr. Eric Shen, chairman and chief executive officer of Vipshop. Ms. Jing Li, chairwoman and founder of Ovation, commented, ] [001-35454 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The Peoples Republic of China Form 20-F x Form 40-F o o o Vipshop Holdings Limited]
[Vipshop Acquires Minority Interest in Ovation This strategic investment provides Vipshop access to a consistent supply of Ovation branded cosmetic products, which are in high demand among our growing base of users, about 75% of whom are female. said Mr. Eric Shen, chairman and chief executive officer of Vipshop. Ms. Jing Li, chairwoman and founder of Ovation, commented, ] [001-35454 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The Peoples Republic of China Form 20-F x Form 40-F o o o Vipshop Holdings Limited]
[Vipshop Acquires Controlling Interest in Lefeng lefeng.com GUANGZHOU, China, February 14, 2014 Vipshop Holdings Limited (NYSE: VIPS) (Vipshop or the Company), Chinas leading online discount retailer for brands, announced today that it has acquired a 75% equity interest in Lefeng.com Limited (Lefeng) from Ovation Entertainment Limited (Ovation). Lefeng owns and operates the online retail business conducted through vip.com lefeng.com] [001-35454 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The Peoples Republic of China Form 20-F x Form 40-F o o o Vipshop Holdings Limited By :]
[Vipshop Acquires Controlling Interest in Lefeng lefeng.com GUANGZHOU, China, February 14, 2014 Vipshop Holdings Limited (NYSE: VIPS) (Vipshop or the Company), Chinas leading online discount retailer for brands, announced today that it has acquired a 75% equity interest in Lefeng.com Limited (Lefeng) from Ovation Entertainment Limited (Ovation). Lefeng owns and operates the online retail business conducted through vip.com lefeng.com] [001-35454 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The Peoples Republic of China Form 20-F x Form 40-F o o o Vipshop Holdings Limited By :]
[CUSIP No. G93629106 1. NAMES OF REPORTING PERSONS. HGS Trust (formerly known as the Wu Family Trust) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ¨ x (a) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Jersey, Channel Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 3,968,187 6.]
