[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED MARCH 9, 2012 11,176,470 American Depositary Shares Representing 22,352,940 Ordinary Shares Vipshop Holdings Limited This is an initial public offering of American depositary shares, or ADSs, of Vipshop Holdings Limited. We are offering 11,176,470 ADSs and each ADS represents two ordinary shares, par value US$0.0001 per share. Prior to this offering, there has been] [THE COMPANIES LAW (2011 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF VIPSHOP HOLDINGS LIMITED Adopted by a Special Resolution passed on March 9, 2012 and effective immediately prior to the completion of the Company’s initial public offering of shares represented by American Depositary Shares 1. VIPSHOP HOLDINGS LIMITED The name of] [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] [DATE APRIL 11, 2011 (1) DCM VI, L.P. (2) DCM V, L.P. (3) DCM AFFILIATES FUND V, L.P. (4) SEQUOIA CAPITAL 2010 CV HOLDCO, LTD. (5) VIPSHOP HOLDINGS LIMITED (6) VIPSHOP INTERNATIONAL HOLDINGS LIMITED (7) GUANGZHOU VIPSHOP COMPUTER SERVICE CO., LTD. (广州唯品会计算机服务有限公司) (8) GUANGZHOU VIPSHOP INFORMATION TECHNOLOGY CO., LTD.（广州唯品会信息科技有限公司） (9) THE KEY HOLDERS LISTED ON PART A AND PART B] [Office: Mobile: rthorp@thorpalberga.com Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China , 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, copies] [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] [VIPSHOP HOLDINSG LIMITED 2011 STOCK INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator (a) “ Affiliate Associate (b) “ (c) “ Award (d) “ Award Agreement (e) “ Board (f) “ Cause (g) “ Change in Control (h) “ Code (i) “ Committee (j) “ Company (k) “ Consultant (l) “ Continuous Service (m) “ Director (n) “] [VIPSHOP HOLDINGS LIMITED 2012 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Vipshop Holdings Limited 2012 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where] [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 Vipshop (Jianyang) 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 (Registration No. 333-179581) 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] [, 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 Documents]