[] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT Company Depositary W I T N E S S E T H T H A T: WHEREAS WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE ARTICLE I. DEFINITIONS All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated: Affiliate SECTION 1.1 “ Agent SECTION 1.2 “ American Depositary] [Office: Mobile: rthorp@thorpalberga.com To: Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China 21 May 2012 Dear Sirs Vipshop Holdings Limited Registration Statement Shares 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 “ • 2011] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report relating to the consolidated financial statements and related financial statement schedule of Vipshop Holdings Limited, dated February 17, 2012, appearing in the Prospectus dated March 22, 2012, which is part of Registration Statement (No. 333-179581) on]