[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED , 2012 American Depositary Shares Representing Ordinary Shares Vipshop Holdings Limited This is an initial public offering of American depositary shares, or ADSs, of Vipshop Holdings Limited. Each ADS represents ordinary share(s), par value US$0.0001 per share. We are offering ADSs [and the selling shareholders named in this prospectus are offering ADSs]. [We will] [SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF VIPSHOP HOLDINGS LIMITED th day of August, 2010 Incorporated on the 27 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2010 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF VIPSHOP HOLDINGS LIMITED (adopted by special resolution on April 11, 2011) 1.] [Name of Company: Vipshop Holdings Limited Number: [ ] Shares: -[ ]- Issued to: [ ] Dated Transferred from: VIPSHOP HOLDINGS LIMITED Number Shares -[ ]- -[ ]- Incorporated under the laws of the Cayman Islands [ ] [ ] THIS IS TO CERTIFY THAT DIRECTOR EX-4.1 3 d211818dex41.htm FORM OF ORDINARY SHARE CERTIFICATE] [DATED: April 11, 2011 (1). VIPSHOP HOLDINGS LIMITED (2). VIPSHOP INTERNATIONAL HOLDINGS LIMITED (3). GUANGZHOU VIPSHOP COMPUTER SERVICE CO., LTD. (广州唯品会计算机服务有限公司) (4). GUANGZHOU VIPSHOP INFORMATION TECHNOLOGY CO., LTD. (广州唯品会信息科技有限公司) (5). PERSONS NAMED IN PART A OF SCHEDULE 1 (6). PERSONS NAMED IN PART C OF SCHEDULE 1 (7). PERSONS NAMED IN PART D OF SCHEDULE 1 AMENDED AND RESTATED SHAREHOLDERS’] [Office: Mobile: rthorp@thorpalberga.com Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China 17 February 2012 Dear Sirs Vipshop Holdings Limited. Company Commission Act Registration Statement Shares We have acted as Cayman Islands legal advisers to Vipshop Holdings Limited (the “ 1 Documents Reviewed For the purposes of this opinion we have reviewed originals,] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 FIRM/AFFILIATE OFFICES _____ BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON _____ BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY _____ TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com] [February 17, 2012 To: Vipshop Holdings Limited No. 20 Huahai Street Fang Village Liwan District Guangzhou 510370, PRC Dear Sirs or Madams: PRC China We are qualified lawyers of the People’s 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 and Assumptions] [EMPLOYMENT AGREEMENT Agreement” Effective Date Company Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive as its and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company as its during the term of Employment and] [Loan Contract Contract No.: 2011 Dong Zi No. 1011570043 x Lender: China Merchants Bank Co., Ltd, Shenzhen Keyuan Sub-Branch Main Person in Charge: Xiaolei SUN Borrower: Guangzhou Vipshop Computer Service Co., Ltd Legal Representative/Main Person in Charge: Eric Ya SHEN Party B applies for a working capital loan from Party A due to business needs. Upon examination, Party A agrees] [Loan Contract Contract No.: 2011 Dong Zi No. 1011570049 x Lender: China Merchants Bank Co., Ltd, Shenzhen Keyuan Sub-Branch Main Person in Charge: Xiaolei SUN Borrower: Guangzhou Vipshop Computer Service Co., Ltd Legal Representative/Main Person in Charge: Eric Ya SHEN Party B applies for a working capital loan from Party A due to business needs. Upon examination, Party A agrees] [Amended and Restated Exclusive Business Cooperation Agreement this Agreement China PRC This Amended and Restated Exclusive Business Cooperation Agreement (“ Party A: Guangzhou Vipshop Computer Service Co., Ltd, Party B: Guangzhou Vipshop Information Technology Co., Ltd., Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively. Whereas, 1. Party] [Amended and Restated Equity Interest Pledge Agreement this Agreement China This Amended and Restated Equity Interest Pledge Agreement (“ Party A: Guangzhou Vipshop Computer Service Co., Ltd Party A Pledgee Address: Building 6, No. 20, Huahai Street, Fang Village, Liwan District, Guangzhou Party B: Shen Ya ID No.: Party C: Hong Xiaobo ID No.: Party D: Wu Bin ID No.:] [Amended and Restated Exclusive Option Agreement this Agreement China This Amended and Restated Exclusive Option Agreement (“ Party A: Shen Ya, Party B: Hong Xiaobo, Party C: Xu Yu, Party D: Wu Bin, Party E: Peng Xing, Party F: Guangzhou Vipshop Computer Service Co., Ltd, Party G: Guangzhou Vipshop Information Technology Co., Ltd. Shareholders Party Parties In this Agreement, Party] [Power of Attorney Vipshop My Shareholding Guangzhou Vipshop Computer Service Co., Ltd WFOE I, Wu Bin, a Chinese citizen with Chinese Identification Card No.: , and a holder of 11.6% of the entire registered capital in GUANGZHOU VIPSHOP INFORMATION TECHNOLOGY CO., LTD., (“ The WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney] [Exclusive Purchase Framework Agreement Party A: Guangzhou Vipshop Computer Service Co., Ltd Party B: Guangzhou Vipshop Information Technology Co., Ltd Contract No.: 1 Exclusive Purchase Framework Agreement BETWEEN: Party A: Address: Tel: Fax: Attn: AND Party B: Address: Tel: Fax: Attn: Guangzhou, China , 2011 Scope of Application Background for the Signing of this Agreement A. Party A, a wholly] [FORM INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and between Vipshop Holdings Limited, an exempted company duly incorporated and validly existing under the law of the Cayman Islands (the “Company”), and (the “Indemnitee”), a director/an executive officer of the Company. WHEREAS, the Indemnitee has agreed to serve as a director/an] [List of the Subsidiaries and Affiliated Entities of Vipshop Holdings Limited Name Jurisdiction of Affiliate Relationship Subsidiaries: Vipshop International Holdings Limited Hong Kong Wholly-owned subsidiary Vipshop (China) Co., Ltd. PRC Wholly-owned subsidiary Vipshop (Kunshan) E-Commerce Co., Ltd. PRC Wholly-owned subsidiary Affiliated Entities: Guangzhou Vipshop Information Technology Co., Ltd. PRC Consolidated affiliated entity] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of Vipshop Holdings Limited on Form F-1 of our report dated February 17, 2012 related to the consolidated financial statements of Vipshop Holdings Limited as of December 31, 2009, 2010 and 2011, and for each of the three years in the period ended December] [Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. 2802-2803, Tower A, Dawning Center 500 Hongbaoshi Road Shanghai, 201103 P.R.China Tel: +86 21 5407 5780 / 81 / 82 / 83 Fax:+86 21 3209 8500 www. frost.com October 13, 2011 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China Vipshop Holdings Limited Re: Ladies] [December 7, 2011 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.6 20 d211818dex236.htm CONSENT OF NANYAN ZHENG] [December 1, 2011 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.7 21 d211818dex237.htm CONSENT OF KATHLEEN CHIEN] [Vipshop Holdings Limited Code of Business Conduct and Ethics Purpose Code This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • • • prompt internal reporting of violations of] [February 17, 2012 To: Vipshop Holdings Limited No. 20 Huahai Street Fang Village Liwan District Guangzhou 510370, PRC Dear Sirs or Madams: PRC China We are qualified lawyers of the People’s 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 and Assumptions]