[FORM 20-F (Mark One) o OR ý For the fiscal year ended December 31, 2015. OR o OR o Date of event requiring this shell company report For the transition period from to Vipshop Holdings Limited N/A Cayman Islands (Jurisdiction of incorporation or organization) No. 20 Huahai Street, Liwan District, Guangzhou 510370 The People's Republic of China Donghao Yang Vipshop] [Fourth Amended and Restated Equity Interest Pledge Agreement this Agreement This Fourth Amended and Restated Equity Interest Pledge Agreement (“ China Party A: Vipshop (China) Co., Ltd. Party A Pledgee Address: Party B: Shen Ya Party C: Hong Xiaobo Party D: Guangzhou Vipshop Information Technology Co., Ltd. Address: Pledgors Party Parties In this Agreement, Party B and Party C shall] [Fourth Amended and Restated Exclusive Option Agreement This this Agreement China Party A : Shen Ya , Party B: Hong Xiaobo , Party C: Vipshop (China) Co., Ltd., Party D: Guangzhou Vipshop Information Technology Co., Ltd. In this Agreement, Party A Shareholders Party Parties Whereas: 1. Original Option Agreement 2. 3. 4. 5. Business Cooperation Agreement Framework Agreement 1 6.] [Third Amended and Restated Power of Attorney Vipshop My Shareholding WFOE I, Shen Ya, a Chinese citizen with Chinese Identification Card No.: 330302197112290039, and a holder of 99.2% 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 with respect] [Vipshop Holdings Limited List of Significant Consolidated Entities Name Jurisdiction of Significant Subsidiaries: Vipshop International Holdings Limited Hong Kong Vipshop (China) Co., Ltd. PRC Vipshop (Kunshan) E-Commerce Co., Ltd. PRC Vipshop (Jianyang) E-Commerce Co., Ltd. PRC Vipshop (Tianjin) E-Commerce Co., Ltd. PRC Guangzhou Pinwei Software Co., Ltd. PRC Vipshop (Zhuhai) E-Commerce Co., Ltd. PRC Chongqing Vipshop E-Commerce Co., Ltd. PRC] [Certification by the Chief Executive Officer I, Eric Ya Shen, certify that: 1. I have reviewed this annual report on Form 20-F of Vipshop Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Financial Officer I, Donghao Yang, certify that: 1. I have reviewed this annual report on Form 20-F of Vipshop Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Eric Ya Shen Chief Executive Officer EX-13.1 8 a2227056zex-13_1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Donghao Yang Chief Financial Officer EX-13.2 9 a2227056zex-13_2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte Touche Tohmatsu Certified Public Accountants Hong Kong April 22, 2016 EX-15.1 10 a2227056zex-15_1.htm EX-15.1] [HAN KUN LAW OFFICES Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China TEL: (86 10) 8525-5500 ; FAX: (86 10) 852 5-5511/ 5522 VIPSHOP HOLDINGS LIMITED No. 20 Huahai Street, Liwan District, Guangzhou 510370 The People’s Republic of China Dear Sir/Madam: Yours Sincerely, HAN KUN LAW OFFICES EX-15.2 11 a2227056zex-15_2.htm EX-15.2] [Office: Mobile: rthorp@traversthorpalberga.com Vipshop Holdings Limited No. 20 Huahai Street, Liwan District, Guangzhou 510370 The People’s Republic of China 22 April 2016 Dear Sirs Re: Vipshop Holdings Limited We consent to the reference to our firm under the heading “Item 10.E. Additional Information Yours faithfully TRAVERS THORP ALBERGA EX-15.3 12 a2227056zex-15_3.htm EX-15.3]