[FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Vipshop Holdings Limited Cayman Islands Not Applicable (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China +86 (20) 2233-0000 2014 Share Incentive Plan (Full title of the plan) Law Debenture Corporate Services Inc. 400] [VIPSHOP HOLDINGS LIMITED Number Class A Ordinary Share - [-] - -[-] - Incorporated under the laws of the Cayman Islands US$50,000 483,489,642 US$0.0001 16,510,358 US$0.0001 Share capital is THIS IS TO CERTIFY THAT [-] is the registered holder of [-] Class A Ordinary Share in the above-named Company subject to the Second Amended and Restated Memorandum and Articles of] [Office: +852 2801 6066 Mobile: +852 6621 8994 rthorp@traversthorpalberga.com To: Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China 22 October 2014 Dear Sirs Vipshop Holdings Limited Registration Statement Shares Plan We have examined the Registration Statement on Form S-8 to be filed by Vipshop Holdings Limited, a Cayman Islands exempted company incorporated] [VIPSHOP HOLDINGS LIMITED ARTICLE I The purpose of this Vipshop 2014 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of Vipshop Holdings Limited, an exempted company formed under the laws of the Cayman Islands (the “Company”) by linking the personal interests of the members of the Board, Employees, and Consultants to those of the] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated April 25, 2014, relating to the consolidated financial statements and financial statement schedule of Vipshop Holdings Limited and its subsidiaries (the “Group”), and the effectiveness of the Group’s internal control over financial reporting, appearing in]