[FORM F-1 REGISTRATION STATEMENT Vipshop Holdings Limited Not Applicable Cayman Islands 5961 Not Applicable No. 20 Huahai Street, Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including Copies to: Z. Julie Gao, Esq. Leiming Chen, Esq. Approximate date of commencement of proposed sale to the public: o o o o CALCULATION OF REGISTRATION FEE (1)] [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 21 February 2013 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] [Vipshop Holdings Limited No. 20 Huahai Street SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com February 21, 2013 FIRM/AFFILIATE BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA] [Second Amended and Restated Equity Interest Pledge Agreement this Agreement China This Second Amended and Restated Equity Interest Pledge Agreement (“ Party A: Vipshop (China) 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] [Second Amended and Restated Exclusive Option Agreement This Second Amended and Restated this Agreement Exclusive Option Agreement (“ P arties below as of October 17, 20 China 12, in Guangzhou, the People’s Republic of China (“ : Party A : Shen Ya , a citizen of the China with Chinese identification No. : Party B: Hong Xiaobo , a citizen] [Amended and Restated Power of Attorney Vipshop My Shareholding WFOE I, Shen Ya, a Chinese citizen with Chinese Identification Card No.: , and a holder of 52% 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 to] [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 Vipshop (Beijing) E-Commerce Co., Ltd. PRC] [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 21, 2013 related to the consolidated financial statements of Vipshop Holdings Limited as of December 31, 2010, 2011 and 2012, 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 February 21 , 2013 Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China Re: Vipshop Holdings Limited] [February 21, 2013 Vipshop Holdings Limited To: 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]