[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 People’s 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 People’s 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 People’s Republic of China 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] [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 People’s 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)]